Delaware
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001-36593
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77-0523891
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(State or other jurisdiction of
incorporation)
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(Commission File No.)
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(IRS Employer Identification
Number)
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1.
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To elect four Class III directors to serve until the 2020 Annual Meeting of stockholders or until their respective successors are duly elected and qualified;
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2.
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To ratify the appointment of Marcum LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017;
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3.
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To approve the Certificate of Amendment to amend the Restated Certificate of the Company, at the discretion of the Board of Directors, to change the name of the Company from “Capnia, Inc.” to “Soleno Therapeutics, Inc.”; and
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4.
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To approve an amendment to amend the Restated Certificate of the Company to effect, at the discretion of the Board of Directors, a reverse stock split of all of the outstanding shares of the Company’s common stock at a ratio between one-for-two (1:2) and one-for-ten (1:10) to be determined by the Board of Directors, to be effected at the sole discretion of the Board of Directors at any time within six months following the 2017 Annual Meeting of stockholders; and authorize any other action deemed by the Board of Directors to be necessary in connection therewith, all without further approval or authorization of the Company’s stockholders.
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Nominee
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Votes For
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Votes Withheld
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Votes For
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Broker Non-Votes
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||||||||
Ernest Mario, Ph.D.
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34,249,026
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25,696
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99.93%
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2,620,404
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Anish Bhatnagar, M.D.
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34,232,183
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42,539
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99.88%
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2,620,404
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William G. Harris
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34,237,148
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37,574
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99.89%
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2,620,404
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Stuart Collinson, Ph.D.
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34,247,861
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26,861
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99.92%
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2,620,404
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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36,254,334
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214,460
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426,330
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0
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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36,833,310
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59,157
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2,659
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0
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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35,254,493
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1,207,436
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433,196
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0
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Exhibit
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Description
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3.1
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Certificate of Amendment
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CAPNIA, INC.
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Date: May 8, 2017
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By: /s/ David O’Toole
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David O’Toole
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Chief Financial Officer
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Exhibit
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Description
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3.1
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Certificate of Amendment
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