Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On April 26, 2019, the Board of Directors (the
Board
) of Soleno Therapeutics, Inc. (the
Company
) accepted Mahendra Shahs resignation from the Board, including his resignation from the Compensation Committee of the Board of Directors (the
Compensation Committee
) and the Nominating and Corporate Governance Committee of the Board of Directors (the
Nominating Committee
), effective April 26, 2019. The resignation of Mr. Shah was not the result
of any disagreement with the Company relating to the Companys operations, policies or practices.
On April 26, 2019, the Board,
upon recommendation from the Nominating Committee, appointed Gwen Melincoff as a director of the Company and as a member of the Compensation Committee and Nominating Committee, effective immediately. Ms. Melincoff will serve as a Class I
director, with a term expiring at the annual meeting of stockholders to be held in 2021, when she is expected to stand for election by a vote of the Companys stockholders. There are no transactions and no proposed transactions between
Ms. Melincoff (or any member of her immediate family) and the Company or any of its subsidiaries, and there is no arrangement or understanding between Ms. Melincoff and any other person or entity pursuant to which Ms. Melincoff was
appointed as a director of the Company.
Ms. Melincoff will participate in the Companys standard compensation plan
for non-employee directors.
The standard compensation plan for
non-employee
directors is described in the section titled Management of the
Companys Registration Statement on Form
S-1
(File
No. 333-
230607) filed with the Securities and Exchange Commission on March 29, 2019. In connection
with her appointment, Ms. Melincoff will also execute the Companys standard form of indemnification agreement, a copy of which has been filed as Exhibit 10.1 to the Companys Registration Statement on Form
S-1
(File
No. 333-196635)
filed with the Securities and Exchange Commission on June 10, 2014.
Ms. Melincoff has over 25 years of leadership experience in the biotechnology and pharmaceutical industries. Her experience has spanned
public and private company boards, venture financing, business development, licensing, mergers and acquisitions, research operations, marketing, product management and project management. She currently sits on the board of directors of Photocure
ASA, and Collegium Pharmaceutical, Inc. and is a Venture Advisor at Agent Capital. She is also an advisor to Phase 1 Ventures and Verge Genomics and was a board member at Tobira Therapeutics from 2014-2016 when Allergan acquired it for $1.7B. She
served as Vice President of Business Development at BTG International Inc. a
UK-
specialist healthcare company from 2014-2016. From 2004 to the 2013, Ms. Melincoff was Senior Vice President of Business
Development at Shire Pharmaceuticals. Additionally, she led the Shires Strategic Investment Group (SIG). She served as a board member/board observer at DBV Technologies, AM Pharma, ArmaGen Technologies, Promethera Biosciencs, Naurex Inc.
(acquired by Allergan) and Enterome. She was responsible for the collaboration with New River Pharmaceuticals that led to the $2.6 billion acquisition of the company. Ms. Melincoff was named a Top Women in Biotech 2013 by
Fierce Biotech as well as being named to the Powerlist 100 of Corporate Venture Capital in 2012 and 2013. Prior to joining Shire, Ms. Melincoff was Vice President of Business Development at Adolor Corporation. Ms. Melincoff worked for
Eastman Kodak for over ten years in a number of their health care companies. Ms. Melincoff has a B.S in Biology, a Masters of Science in Management, and has attained the designation of the Certified Licensing Professional (CLP
).
On April 29, 2019, the Company issued a press release regarding the
appointment of Ms. Melincoff to the Board. The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.