SEC Form 8-K filed by Sonnet BioTherapeutics Holdings Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On September 26, 2025, Sonnet BioTherapeutics Holdings, Inc. (the “Company”) held an annual meeting of stockholders (the “Annual Meeting”). The matters voted on at the Annual Meeting were the following proposals: (1) to elect five directors to the Company’s Board of Directors (the “Board”) to hold office for the following year until their successors are elected, (2) to approve, on an advisory basis, the executive compensation of the Company’s named executive officers (the “Named Executive Officers”) as described in the proxy statement (3) to vote, on an advisory basis, on how frequently the Company should seek approval from its stockholders, on an advisory basis, of the compensation paid to the Named Executive Officers, and (4) to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending September 30, 2025.
At the Annual Meeting, the foregoing stockholder proposals were approved, based upon an aggregate of 6,827,352 shares of Common Stock outstanding as of August 26, 2025, which was the record date for the Annual Meeting. The final voting results were as follows:
| 1. | The votes cast with respect to the proposal to elect five directors to the Board to hold office for the following year until their successors are elected were as follows: |
| For | Withheld | Broker Non-Votes | ||||||||||
| Raghu Rao | 1,220,258 | 325,245 | 2,152,189 | |||||||||
| Donald Griffith | 957,147 | 588,356 | 2,152,189 | |||||||||
| Nailesh Bhatt | 1,220,922 | 324,581 | 2,152,189 | |||||||||
| Albert Dyrness | 958,237 | 587,266 | 2,152,189 | |||||||||
| Lori McNeill | 1,222,090 | 323,413 | 2,152,189 | |||||||||
| 2. | The proposal to approve, on an advisory basis, the executive compensation of the Company’s Named Executive Officers as described in the proxy statement was approved by a majority of the votes cast at the Annual Meeting, based upon the following votes: |
| Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||
| 1,209,407 | 330,412 | 5,678 | 2,152,195 | ||||||||||
| 3. | The votes cast will respect to the proposal to determine, on an advisory basis, the preferred frequency the Company should seek approval from its stockholders, on an advisory basis, of the compensation paid to the Named Executive Officers were as follows: |
| One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | |||||||||||||
| 1,394,436 | 60,801 | 88,271 | 1,995 | 2,152,189 | |||||||||||||
| 4. | The proposal to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending September 30, 2025 was approved by a majority of the votes cast at the Annual Meeting, based upon the following votes: |
| Votes For | Votes Against | Abstentions | |||||||
| 3,181,107 | 495,000 | 21,585 | |||||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Sonnet BioTherapeutics Holdings, Inc. | ||
| September 29, 2025 | By: | /s/ Raghu Rao |
| Name: | Raghu Rao | |
| Title: | Interim Chief Executive Officer | |