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

Hello, and welcome to the Soleno Therapeutics, Inc. 2025 Annual Meeting of Stockholders. Please note that this meeting is being recorded. [Operator Instructions]. The meeting is about to begin.

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 Soleno Therapeutics Inc's. 2025 Annual Meeting of Stockholders. I will act as Chairman of this meeting and have asked Jesse Schumaker, our General Counsel, 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 and ask them to say hello. Matthew Pauls, our Lead Independent Director.

Greetings, and welcome.

Dr. Birgitte Volck.

Hello, everyone.

Bill Harris.

Hello.

Dawn Carter.

Hello, and good morning.

And Dr. Anish Bhatnagar, our Chairman and Chief Executive Officer. Also with us today are Raymond Loyd, representing CBIZ CPA.

Hello, everybody.

Elton Satusky, representing Wilson Sonsini, our outside Corporate Counsel.

Good morning.

And Steve Hoffman, representing Equiniti Trust Company and Inspector of Election.

Good morning.

The Annual Meeting is being held in accordance with the company's bylaws and Delaware law. During the formal meeting, we will address the matters described in the company's definitive proxy statement dated April 22, 2025. Balloting will be completed, an announcement will be made regarding the preliminary results, and then the formal meeting will be adjourned. The items on the agenda of the formal meeting are: to elect Class II directors -- 2 Class II directors to serve until the 2028 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. And two, to ratify the appointment of CBIZ CPAs as our independent registered public accounting firm for the fiscal year ending December 31, 2025. Should you wish to submit a question during the meeting, please click on the messaging icon at the top left side of your screen, type your question into the text box and then click the send icon at the right of that text box. During the formal 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 that the notice of Annual Meeting of Stockholders was mailed on or about April 22, 2025, to all stockholders of record at the close of business on April 15, 2025. 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 card will be filed with the minutes of the meeting. To access and view uploaded documents, please click on the document's icon at the top on the left side of your screen, then click on the document name to view. We have appointed Steve Hoffman to act as Inspector of Election for this annual meeting. The Inspector of Election has signed an oath of office, which will be filed with the minutes of this meeting. The Inspector of Election has advised me that we have present in-person or by proxy a sufficient number of shares to constitute a quorum. Therefore, the 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 the Equiniti virtual meeting site. If anyone has not already submitted their proxy, each holder of common stock is entitled to 1 vote for share of common stock held of record at the close of business on the record date. If you have already voted your shares and do not wish to change your vote, no action is required at this time. If you've not yet voted or would like to change your vote. You may do so by clicking the proxy voting site link on the left side of your screen. 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 Election, 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 8:04 on June 5, 2025, and the polls for the matter to be voted on 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 are 2 Class I directors, 2 Class II directors and 2 Class III directors. The Class 2 directors will be elected at today's meeting. Those 2 nominees receiving the highest number of votes of the shares present in-person or represented by proxy at this meeting and entitled to vote will be elected as directors. Our Nominating and Corporate Governance Committee has recommended, and our Board of Directors has approved Dr. Anish Bhatnagar and William Harris as nominees for election as Class II directors. If elected, each of Dr. Bhatnagar and Mr. Harris will serve as Class II directors until 2028 Annual Meeting of Stockholders, or until their respective successors are duly elected and qualified. Each of the nominees is currently a Director of our company; and Dr. Bhatnagar serves as Chairman of the Board and Chief Executive Officer of our company. Pursuant to the notice of this annual meeting and the proxy statement dated April 22, 2025. The proxies solicited by the Board of Directors will be voted in favor of these nominees. This item is discussed on Page 21 of the proxy statement. The company's bylaws require that a stockholder provide advanced notice to the company of a stockholder's intent to nominate a person 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 CBIZ CPAs as our independent registered public accounting firm for our fiscal year ending December 31, 2020. The Audit Committee of the Board, which is comprised entirely of nonemployee directors, recommended to the Board of Directors that CBIZ be appointed as independent auditors. As our independent auditors, CBIZ would audit our financial statements for the fiscal year ending December 31, 2025, and perform audit-related services and consultation in connection with the various accounting and financial reporting matters. CBIZ may also perform certain nonaudit services for the company. The Board approved the selection of CBIZ as independent auditors for the fiscal year ending December 31, 2025, and is asking the stockholders for ratification of the selection. Stockholder ratification of the appointment of CBIZ is not required by our bylaws or other applicable legal requirements. However, our Board is submitting the appointment of CBIZ to our stockholders for ratification as a matter of good corporate governance. If the stockholders do not approve the selection of CBIZ as independent auditors, the Board and the Audit Committee will reconsider the appointment. This item is discussed on Pages 22 and 23 of the proxy statement. Raymond Loyd, present from CBIZ and is available to answer any appropriate questions that you may have at this time. Are there any questions concerning the proposal? All right. Are there any proxies or ballots that have not been submitted? If so, you must submit them 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 8:08 on June 5, 2025, and the polls for the matter to be voted on at this meeting are now 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. 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 2 Class II directors to serve until the 2028 Annual Meetings of Stockholders or until their respective successors are duly elected and qualified. The 2 nominees who received the highest number of affirmative votes were Dr. Anish Bhatnagar and William Harris, who are approved by a majority of the shares present in-person or by proxy. With regard to Proposal 2, the appointment of CBIZ CPAs PC to act as the company's independent auditor for the fiscal year ending December 31, 2025, has been ratified 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 balance. The final results of voting, including any ballots or proxies recorded during this meeting, will be set forth in the 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.

Thank you, Steve. This Annual Meeting of Stockholders is now adjourned. Thank you for your attendance. We will now proceed with any informal questions and answers. Okay. No questions. So therefore, I want to thank all of you for attending today's meeting and for your interest that you have shown in the affairs of your company. We are very much appreciative of your attendance and as always, thank you for your support.

This concludes the meeting. You may now disconnect.