It's just one minute past eight o'clock here on the West Coast, we'll start the meeting. Good morning, ladies and gentlemen. I am James Mackaness, Chief Financial Officer of Soleno Therapeutics, Inc., it's a pleasure to welcome you to Soleno Therapeutics, Inc. Annual Meeting of Stockholders. I will act as chairman of this meeting, I've asked Jesse Schumaker, our secretary, to record the minutes of this meeting. Before proceeding further, let me introduce the directors and director nominees of the company who are with us today. Please say hello as I call your name. Dr. Ernest Mario?
Hello, good morning.
William Harris?
Hello, good morning as well.
Gwen Melincoff?
Good morning.
Dr. Andrew Sinclair?
Good morning.
Dr. Anish Bhatnagar, who is also our Chief Executive Officer.
Good morning.
Also with us today is Raymond Lloyd, representing Marcum LLP.
Hi, everybody.
Steve Hoffman, representing American Stock Transfer & Trust Company, LLC, an Inspector of Election.
Good morning, everyone.
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 14th, 2023. Balloting will be completed, an announcement will be made regarding the preliminary results, and then the meeting will be adjourned. The items on the agenda for the meeting are: One, to elect two Class II Directors to serve until the 2026 annual meeting of stockholders or until their respective successors are duly elected and qualified. Two, t o ratify the appointment of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. Three. to approve on an advisory basis, executive compensation. Four, to approve on an advisory basis, the frequency of future votes on executive compensation.
Five, to approve the amended and restated 2014 Equity Incentive Plan. Six, to approve the issuance of the shares upon the exercise of the warrant sold in the private placement described in the proxy statement. 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 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 19th, 2023, to all stockholders of record at the close of business on April 12th, 2023. Steve Hoffman, to act as this very meeting, which we 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. 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 email, 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 have completed a proxy that you wish to file with the Inspector of Election, 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 us at this time. This year, we are conducting the meeting virtually, so we ask that any proxies or ballots be submitted immediately via email to admin12@equiniti.com. That's admin12, A-D-M-I-N 12, at Equiniti, E-Q-U-I-N-I-T-I.com. Please submit any proxies or votes to admin12@equiniti.com 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 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 8:06 on May 25th, 2023. 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 six members and is divided into three classes, each with a three-year term. There are two Class I Directors, two Class II Directors, and two Class III Directors. The Class II Directors will be elected at today's meeting. Those two 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. Ernest Mario and Dr. Birgitte Volck as nominees for election as Class II Directors. If elected, each of Dr. Ernest Mario and Dr. Birgitte Volck will serve as Class II Directors until the 2026 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. Pursuant to the notice of this annual meeting and the proxy statement dated April 14th, 2023, the proxies solicited by the Board of Directors will be voted in favor of these nominees. This item is discussed on page 20 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 persons as directors. No such notice was received. Accordingly, I declare the nominations for directors closed. Are there any questions concerning the directors elections? Proposal 2.
At the annual meeting, the stockholders are being asked to ratify the appointment of Marcum as our independent registered public accounting firm for our fiscal year ending December 31, 2023. The audit committee of the board, which is comprised entirely of non-employee directors, recommended to the Board of Directors that Marcum LLP be appointed as our independent auditors. As our independent auditors, Marcum LLP would audit our financial statements for the fiscal year ending December 31, 2023, and perform audit-related services and consultation in connection with the various accounting and financial reporting matters. Marcum LLP may also perform certain non-audit services for the company. The board approved the selection of Marcum LLP as the independent auditors for the fiscal year ending December 31, 2023, and is asking the stockholders for ratification of the election.
Stockholder ratification of the 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 reconsider the appointment. This item is discussed starting on page 21 of the proxy statement. Raymond Lloyd is present from Marcum LLP and is available to answer any appropriate questions that you may have at this time. Are there any questions concerning the proposal?
Proposal three. At the annual meeting, stockholders are being asked to approve, on an advisory basis, the compensation of our named executive officers. The board asks you vote for the following resolution r esolved, that the stockholders of Soleno Therapeutics, Inc., hereby approve, on an advisory basis, the compensation of the named executive officers as disclosed in the proxy statement furnished for the 2023 annual meeting of stockholders, pursuant to the compensation disclosure rules and regulations of the U.S. Securities and Exchange Commission.
This item is discussed on page 23 of the proxy statement. Are there any questions concerning the proposal? Proposal 4. At the annual meeting, the stockholders are being asked to approve, on an advisory basis, the frequency with which we should solicit a stockholder advisory vote on the compensation of our named executive officers, such as the previously mentioned P roposal 3. The board believes that a stockholder advisory vote on the compensation of our named executive officers should take place every three years, although the board and compensation committee evaluate executive compensation policies on an annual basis.
This item is discussed on page 24 of the proxy statement. Are there any questions concerning the proposal? Proposal 5. At the annual meeting, the stockholders are being asked to approve the amendment and restatement of the 2014 Equity Incentive Plan to increase the number of shares reserved for issuance thereunder by 1,800,000 shares and make certain other changes. This item is discussed starting on page 25 of the proxy statement. Are there any questions concerning the proposal? Proposal 6. At the annual meeting, the stockholders are being asked to approve the issuance of shares upon the exercise of the warrants sold in the private placement on May 8th, 2023, pursuant to a securities purchase agreement with certain entities affiliated with Nantahala Capital Management, LLC, Abingworth LLP, Vivo Capital, LLC, and members of management.
This item is discussed starting on page 34 of the proxy statement. The board of directors recommends that stockholders vote in favor of each of these proposals, the proxies 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 email them to admin 12@equiniti.com now in order for them to be counted. The inspector election will not accept ballots, proxies, or votes, or any changes or revocations submitted after the closing of the polls. It is now 8:12 on May 25th, 2023, the polls for the matter to be voted on at this meeting are closed. No additional ballots, proxies, or votes, no changes of revocations will be accepted.
The proxies and ballots will be tabulated by the Inspector of Election. At this time, the Inspector of Election will provide us with a preliminary report on the voting results. Thank you.
With regard to Proposal 1 to elect two Class II Directors to serve until the 2026 annual meeting of stockholders or until their respective successors are duly elected and qualified, the two nominees who received the highest number of affirmative votes were Dr. Ernest Mario and Dr. Birgitte Volck. 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, 2023, has been ratified by a majority of the shares present in person or by proxy. With regard to Proposal 3, the named executive compensation has been approved on an advisory basis by a majority of the shares present in person or by proxy.
With regard to Proposal 4, the plurality of the shares present in person or by proxy has, on an advisory basis, selected every three years as the desired frequency of the advisory votes on named executive officer compensation. With regard to Proposal 5, amending the, 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. With regards to Proposal 6, the issuance of shares upon the exercise of the warrants sold in the private placement, 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 of 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. I want to thank all of you for attending today's meeting and for the interest you've shown in the affairs of your company. We very much appreciate your attendance, and as always, thank you for your support.