Soleno Therapeutics, Inc. (SLNO) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. I am Jim Mackaness, Chief Financial Officer of Soleno Therapeutics, Inc., and it is a pleasure to welcome you to the Soleno Therapeutics Inc. Annual Meeting of Stockholders. I will act as Chairman of this meeting and have asked Jesse Schumaker, our Secretary to record the minutes of the meeting. Before proceeding further, let me introduce the directors and director nominees of the company who are with us today. Please say hello as your name is called. Dr. Ernest Mario.

Good day, everyone.

Mr. Bill Harris.

Hello.

Dr. Andrew Sinclair. Yes, Andrew is here.

Good morning.

Dr. Birgitte Volck.

Good morning, everyone.

Mr. Matt Pauls.

Good morning.

And Dr. Anish Bhatnagar, who is also our Chief Executive Officer.

Good morning.

Also with us today is Raymond Loyd, representing Marcum LLP.

Hello, everybody.

Jesse Schumaker, representing Wilson Sonsini Goodrich & Rosati, our outside Corporate Counsel. I know Jesse is with us.

Good morning.

And Steve Hoffman, representing Equiniti Trust Company, LLC as Inspector of Elections.

Good morning.

Thank you. The annual meeting is being held in accordance with the company's bylaws and Delaware law. During the meeting, we will address the matters described in the company's definitive proxy statement dated April 22, 2024. Balloting will be completed, an announcement will be made regarding the preliminary results, and the meeting will then be adjourned. The items on the agenda for the meeting are: 1, to elect one Class I director to serve until 2027 Annual Meeting of Stockholders or until his successor is duly elected and qualified; 2, to ratify the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. And 3, to approve the amended and restated 2014 equity incentive plan. During the meeting, questions should be restricted to the procedures for the meeting and the proposals under consideration. Thank you for your understanding. I have proof by affidavit that the notice of this meeting has been duly given and the notice of Annual Meeting of Stockholders, proxy statement and proxy were mailed on or about April 22, 2024, to all stockholders of record at the close of business on April 15, 2024, the record date for the meeting. We have at this meeting a record of stockholders as of that date. The affidavit, together with copies of the notice, proxy statement and proxy will be filed with the minutes of the meeting. We have appointed Steve Hoffman to act as Inspector of Elections for this annual meeting. The Inspector of Elections has signed an oath of office, which will be filed with the minutes of this meeting. The Inspector of Elections has advised me that we have present in person or by proxy, a sufficient number of shares to constitute a quorum. Therefore, this meeting is duly constituted, and we may proceed with business. Let me briefly describe the voting procedures. We will vote by proxy and by ballot submitted in real time via e-mail if anyone has not already submitted their proxy. Each holder of common stock is entitled to one vote for each share of common stock held of record at the close of business on the record date. If you've previously turned in your proxy, and you do not intend to change your vote, it is not necessary that you complete another proxy or ballot. Your vote will be counted. If you completed a proxy that wish to file with the Inspector of Elections, please notify us at this time. If you are eligible to vote and have not submitted your proxy or if you want to change your vote, please notify this time. This year, we're conducting the meeting virtually, so we ask that any proxies or ballots be submitted immediately via e-mail to [email protected]. Please submit any proxies or votes to [email protected] now. Upon receipt of the proxy cards and ballots, the polls will officially be closed. The votes cast today will be counted in the final tally along with the proxies previously received. As the Inspector of Elections, Steve Hoffman will announce the preliminary results of the voting at the end of the meeting. Does anyone have any questions regarding voting procedures? It is now 8:05 a.m. on June 6, 2024, and the polls for the matter to be voted on at this meeting are now open. Proposal 1, the company's Board of Directors presently consists of 6 members and is divided into 3 classes, each with a 3-year term. There's one Class I director, two Class II directors and three Class III directors. The Class I Director will be elected at today's meeting. The nominee receiving the highest number of votes of shares present in person or represented by proxy at this meeting and entitled to vote will be elected as our director. Our Nominating and Corporate Governance Committee has recommended and our Board of Directors has approved Dr. Andrew Sinclair as nominee for election as our Class I director. If elected, Dr. Andrew Sinclair will serve as our Class I director until 2027 Annual Meeting of Stockholders or until a successor is duly elected and qualified. The nominee is currently a Director of our company, pursuant to the notice of this annual meeting and proxy statement dated April 22, 2024. The proxy solicited by the Board of Directors will be voted in favor of the nominee. This item is discussed on Page 19 of the proxy statement. The company's bylaws require that a stockholder provide advanced notice to the company's of a stockholder's intent to nominate persons as directors. No such notice was received. Accordingly, I declare the nomination for directors closed. Are there any questions concerning director elections? Proposal 2. At the annual meeting, stockholders are being asked to ratify the appointment of Marcum as our independent registered public accounting firm for our fiscal year ending December 31, 2024. The Audit Committee of the Board, which is comprised entirely of nonemployee directors, recommended to the Board of Directors that Marcum LLP be appointed as independent auditors. As our independent auditors, Marcum LLP, would audit our financial statements for the fiscal year ending December 31, 2024, and perform audit-related services and consultation in connection with various accounting and financial reporting matters. Marcum LLP may also perform certain nonaudit services for the company. The Board approved the selection of Marcum LLP as independent auditors for the fiscal year ending December 31, 2024, and is asking the stockholders for ratification of the selection. Stockholder ratification appointment of Marcum is not required by our bylaws or other applicable legal requirements. However, our Board is submitting the appointment of Marcum to our stockholders for ratification as a matter of good corporate governance. If the stockholders do not approve the selection of Marcum LLP as independent auditors, the Board and the Audit Committee will consider the appointment. This item is discussed on Page 20 of the proxy statement. Raymond Loyd is President from Marcum LLP and is able to answer any appropriate questions that you may have at this time. Proposal 3. At the annual meeting, stockholders are being asked to approve an amendment and restate the 2014 equity incentive plan to increase the number of shares reserved for issuance thereunder by 2 million shares and amend the annual evergreen increase to be equal to 4% of our outstanding shares and make certain other changes. This item is discussed on Page 22 of the proxy statement. Are there any questions concerning this proposal? The Board of Directors recommends that stockholders vote in favor of each of these proposals and the proxy solicited by the Board will be voted in favor of each of these proposals. Are there any proxies or ballots that have not been submitted? If there are any proxies or ballots that have not been submitted, you must e-mail them to [email protected] now in order for them to be counted. The Inspector of Elections will not accept ballots, proxies or votes or any changes or revocations submitted after the closing of the polls. It is now 8:10 a.m. on June 6, 2024, and the polls for the matter to be voted on at this meeting are closed. No additional ballots, proxies or votes and no changes or revocations will be accepted. The proxies and ballots will be tabulated by the inspector of elections. And at this time, the Inspector of Elections will provide us with a preliminary report on the voting results. Thank you.

With regard to proposal 1, to elect one Class I Director to serve until the 2027 Annual Meeting of Stockholders or his successors duly elected and qualified, the nominee who received the highest number of affirmative votes was Dr. Andrew Sinclair. With regard to Proposal 2, the appointment of Marcum LLP to act as the company's independent auditor for the fiscal year ending December 31, 2024, has been ratified by a majority of the shares present in person or by proxy. And with regard to Proposal 3, amending and restating the company's 2014 equity incentive plan, the proposal has been approved by a majority of the shares present in person or by proxy. These are the preliminary results of voting. The final count may vary following final examination of the proxies and ballots. The final results of voting, including any ballots and proxies recorded during this meeting will be set forth in a report of the Inspector of Election and will be included in the minutes of the meeting. The final results will also be reported in our reports filed with the SEC.

And with that, the Annual Meeting of Stockholders is now adjourned. Thank you for your attendance. And I want to thank all of you for attending today's meeting and for the interest you have shown in the affairs of your company. We very much appreciate your attendance. And as always, we thank you for your support. Good day.