SEC Form 8-K filed by Karyopharm Therapeutics Inc.
UNITED STATES
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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. |
On January 27, 2025, the Compensation Committee of the Board of Directors of Karyopharm Therapeutics Inc. (the “Company”) approved the grant of retention equity awards under the Company’s 2022 Equity Incentive Plan (the “2022 Plan”), effective as of February 28, 2025 (the “Grant Date”) to each of the following named executive officers of the Company: Sohanya Chang, Executive Vice President, Chief Commercial Officer; Stuart Poulton, Executive Vice President, Chief Development Officer; and Reshma Rangwala, Executive Vice President, Chief Medical Officer and Head of Research (each a “Recipient”). The retention equity awards to be received by each Recipient effective as of the Grant Date consist of: (i) a stock option to purchase 137,500 shares of the Company’s common stock, $.0001 par value per share (the “Common Stock”) (an “Option Award”) and (ii) 68,750 restricted stock units (an “RSU Award”). The exercise price per share of the Option Awards will be equal to the closing price per share of the Common Stock on the Nasdaq Global Select Market on the Grant Date. The Option Awards will vest as to 25% of the total number of shares underlying the Option Award on the one-year anniversary of the Grant Date and as to an additional 1/48th of the total number of shares underlying the Option Award monthly thereafter, subject to the Recipient’s continuous service through each vesting date. The RSU Awards will vest as to 50% of the total number of RSUs granted to a Recipient on each of the two (2) consecutive anniversaries of the Grant Date, subject to the Recipient’s continuous service through each vesting date. Under the terms of the applicable stock option and restricted stock unit agreements (the “Equity Agreements”), if within one year following a Change in Control Event (as defined in each of the respective Equity Agreements) the Recipient’s employment is terminated by him or her for Good Reason or by the Company or its successor without Cause (each as defined in the 2022 Plan), the Recipient’s Option Award and RSU Award will be immediately vested and/or exercisable, as applicable, in full.
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: January 31, 2025 | By: | /s/ Michael Mano | ||||
| Michael Mano | ||||||
| Senior Vice President, General Counsel and Secretary | ||||||