Karyopharm Therapeutics Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported):
(Exact Name of Registrant as Specified in Charter)
|
|
|
|
|
||
|
|
|||||
(State or Other Jurisdiction of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer Identification No.) |
||
|
|
|
||||
|
||||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||||
Registrant’s telephone number, including area code:
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
|
|
|
|
|
Title of each class |
|
Trading Symbol(s) |
|
Name of each exchange on which registered |
|
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
|
|
|
|
|
|
|
|
|
|
|
Emerging growth company |
|
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the 2025 Annual Meeting of Stockholders of Karyopharm Therapeutics Inc. (the “Company”) held on May 28, 2025 (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 (the “Board”) subject to stockholder approval, increases the number of shares of common stock of the Company available for issuance under the Amended 2022 Plan by 450,000 shares. The description of the Amended 2022 Plan contained on pages 32 to 43 of the Company's definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission (the “SEC”) on April 14, 2025 (the “Proxy Statement”), is incorporated herein by reference. A complete copy of the 2022 Plan Amendment is attached hereto as Exhibit 99.1 and is 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 Garen G. Bohlin and Zhen Su as Class III directors, each to serve on the Board for a three-year term until the 2028 annual meeting of stockholders and until his resignation or removal or until his successor is duly elected and qualified. The results of the stockholders’ vote with respect to the election of such Class III directors were as follows:
|
|||
|
|
Votes For |
Votes Withheld |
Broker Non-Votes |
|
Garen G. Bohlin |
3,066,819 |
988,354 |
2,509,033 |
|
Zhen Su, M.D., M.B.A. |
3,191,845 |
863,328 |
2,509,033 |
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 450,000 shares. The results of the stockholders’ vote with respect to such approval were as follows:
|
|||
|
Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes |
|
2,606,928 |
1,103,365 |
344,880 |
2,509,033 |
3. |
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 |
|
2,716,951 |
1,041,611 |
296,611 |
2,509,033 |
4. |
The Company’s stockholders recommended, on an advisory basis, that future non-binding advisory votes on the compensation of the Company's named executive officers be held every year. The results of the stockholders’ vote with respect to such recommendation were as follows:
|
||||
|
Every 1 Year |
Every 2 Years |
Every 3 Years |
Votes Abstaining |
Broker Non-Votes |
|
3,263,514 |
16,807 |
546,508 |
228,344 |
2,509,033 |
After taking into consideration the foregoing voting results, the Board intends to hold future advisory votes on the compensation of the Company’s named executive officers every one year.
5. |
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, 2025. The results of the stockholders’ vote with respect to such ratification were as follows:
|
|||
|
Votes For |
Votes Against |
Votes Abstaining |
|
|
6,237,926 |
210,714 |
115,566 |
|
Item 9.01 |
Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. |
|
Description |
99.1 |
|
|
|
|
|
104 |
|
Cover Page Interactive Data File (formatted as Inline XBRL) |
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 29, 2025 |
|
|
|
By: |
|
/s/ Michael Mano |
|
|
|
|
|
|
Michael Mano |
|
|
|
|
|
|
Senior Vice President, General Counsel and Secretary |