ITEM 5.07 Submission of Matters to a Vote of Security Holders.




On May 25, 2023, Soleno Therapeutics, Inc. (the "Company") held its 2023 Annual
Meeting of Stockholders. Of the 8,168,788 shares of common stock outstanding as
of April 12, 2023, the record date, 6,095,961 shares of common stock were
represented at the meeting in person or by proxy, constituting approximately
74.63% of the outstanding shares of common stock entitled to vote and
constituting a quorum for the transaction of business.

The stockholders of the Company voted on the following items at the Meeting:

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;

2. To ratify the appointment of Marcum LLP as the Company's independent

registered public accounting firm for the fiscal year ending December 31,


         2023;



    3.   To approve, on any advisory basis, the compensation of the Named
         Executive Officers of the Company;

4. To approve, on any advisory basis, the frequency of stockholder votes on


         the compensation of the Named Executive Officers of the Company;



  5. To approve the amended and restated 2014 Equity Incentive Plan; and

6. To approve the issuance of the shares upon the exercise of the warrants

sold in the private placement on May 8, 2023.

Proposal One - Election of Directors



The table below presents the voting results of the election of the two Class II
directors to the Company's Board of Directors by the Company's stockholders:

Nominee                          Votes For         Votes Withheld         Percent of Voted          Broker Non-Votes
Ernest Mario                      3,950,528                195,740                     64.8 %               1,949,693
Birgitte Volck                    4,066,365                 79,903                     66.7 %               1,949,693

Proposal Two - Ratification of Appointment of Independent Registered Public Accounting Firm

The Company's stockholders ratified the appointment of Marcum LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 by the following votes:

Votes For Votes Against Abstentions Broker Non-Votes 5,977,682 113,718 4,561

             0

Proposal Three - Approval of Named Executive Compensation, on an Advisory Basis

The Company's stockholders approved the Named Executive Officer compensation by the following votes:

Votes For Votes Against Abstentions Broker Non-Votes 4,019,358 111,424 15,486 1,949,693

Proposal Four - Approval of Frequency of Stockholder Votes on Named Executive Officer Compensation, on an Advisory Basis

The Company's stockholders approved "every three years" for the frequency of stockholder votes on Named Executive Officer compensation by the following votes:



                          Votes for Every   Votes for Every
Votes For Every 3 Years       2 Years           1 Years

Abstentions Broker Non-Votes


       2,234,536              18,934           1,865,518            27,280

1,949,693

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Proposal Five - Approval of Amended and Restated 2014 Equity Incentive Plan

The Company's stockholders approved the Company's Amended and Restated 2014 Equity Incentive Plan, by the following votes:

Votes For Votes Against Abstentions Broker Non-Votes 3,874,198 254,424 17,646 1,949,693




The Company's Board of Directors (the "Board") has considered the outcome of
this non-binding advisory vote and has accepted the stockholders' non-binding
advisory vote on the three-year frequency of say-on-pay votes. Accordingly, the
Company will place a non-binding advisory vote on the Company's executive
compensation on the agenda for the 2026 annual stockholders meeting.

Proposal Six - Approval of Private Placement



The Company's stockholders approved the issuance of the shares upon the exercise
of the warrants sold in the private placement on May 8, 2023, by the following
votes:

Votes For   Votes Against   Abstentions   Broker Non-Votes
4,003,720      132,021        10,527         1,949,693

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