SEC Form 8-K filed by Karyopharm Therapeutics Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2024 Annual Meeting of Stockholders of Karyopharm Therapeutics Inc. (the “Company”) held on May 29, 2024 (the “Annual Meeting”), the Company’s stockholders approved an amendment (the “2022 Plan Amendment”) to the Karyopharm Therapeutics Inc. 2022 Equity Incentive Plan, as amended (the “2022 Plan” and, as further amended by the 2022 Plan Amendment, the “Amended 2022 Plan”). The 2022 Plan Amendment, which had previously been adopted by the Company’s Board of Directors subject to stockholder approval, increases the number of shares of common stock of the Company available for issuance under the Amended 2022 Plan by 6,000,000 shares. The Company’s stockholders also approved at the Annual Meeting an amendment (the “ESPP Amendment”) to the Karyopharm Therapeutics Inc. Amended & Restated 2013 Employee Stock Purchase Plan (the “ESPP” and, as further amended by the ESPP Amendment, the “Amended ESPP”). The ESPP Amendment, which had previously been adopted by the Company’s Board of Directors subject to stockholder approval, increases the number of shares of common stock authorized for issuance under the Amended ESPP by 5,000,000 shares.
The descriptions of (1) the Amended 2022 Plan contained on pages 33 to 45 and (2) the Amended ESPP contained on pages 46 to 50 of the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission (the “SEC”) on April 19, 2024 (the “Proxy Statement”), are incorporated herein by reference. Complete copies of the 2022 Plan Amendment and the ESPP Amendment are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The following is a summary of the matters voted on at the Annual Meeting.
| 1. | The Company’s stockholders elected Deepika R. Pakianathan, Richard Paulson and Chen Schor as Class II directors, each to serve on the Board for a three-year term until the 2027 annual meeting of stockholders and until his or her resignation or removal or until his or her successor is duly elected and qualified. The results of the stockholders’ vote with respect to the election of such Class II directors were as follows: |
| Votes For | Votes Withheld | Broker Non-Votes | ||||||||||
| Deepika R. Pakianathan |
55,942,175 | 11,898,716 | 22,984,379 | |||||||||
| Richard Paulson, M.B.A. |
56,105,696 | 11,735,195 | 22,984,379 | |||||||||
| Chen Schor, M.B.A., C.P.A. |
46,571,888 | 21,269,003 | 22,984,379 | |||||||||
| 2. | The Company’s stockholders approved an amendment to the Karyopharm Therapeutics Inc. 2022 Equity Incentive Plan, as amended, to increase the number of shares of the Company’s common stock available for issuance thereunder by 6,000,000 shares. The results of the stockholders’ vote with respect to such approval were as follows: |
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||
| 48,577,256 |
19,162,909 | 100,726 | 22,984,379 |
| 3. | The Company’s stockholders approved an amendment to the Karyopharm Therapeutics Inc. Amended & Restated 2013 Employee Stock Purchase Plan to increase the number of shares of the Company’s common stock available for issuance thereunder by 5,000,000 shares. The results of the stockholders’ vote with respect to such approval were as follows: |
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||
| 55,691,108 |
12,052,192 | 97,591 | 22,984,379 |
| 4. | The Company’s stockholders approved a one-time stock option exchange program for non-executive officer employees. The results of the stockholders’ vote with respect to such approval were as follows: |
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||
| 60,719,931 |
7,070,865 | 50,095 | 22,984,379 |
| 5. | The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The results of the stockholders’ vote with respect to such approval were as follows: |
| Votes For | Votes Against | Votes Abstaining | Broker Non-Votes | |||
| 55,719,917 |
12,055,044 | 65,930 | 22,984,379 |
| 6. | The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The results of the stockholders’ vote with respect to such ratification were as follows: |
| Votes For | Votes Against | Votes Abstaining | ||
| 87,747,448 |
2,519,068 | 558,754 |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
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.
| KARYOPHARM THERAPEUTICS INC. | ||||||
| Date: May 31, 2024 | By: | /s/ Michael Mano | ||||
| Michael Mano | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||