8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 6, 2019

 

 

Karyopharm Therapeutics Inc.

(Exact Name of Registrant as Specified in Charter)

 

 

 

Delaware   001-36167   26-3931704

(State or Other Jurisdiction

of Incorporation)

  (Commission
File Number)
  (IRS Employer
Identification No.)

 

85 Wells Avenue, 2nd Floor
Newton, Massachusetts
  02459
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (617) 658-0600

(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:

 

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

Common Stock, $0.0001 par value    KPTI    Nasdaq Global Select Market

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 5.07.

Submission of Matters to a Vote of Security Holders.

Karyopharm Therapeutics Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders on June 6, 2019 (the “Annual Meeting”). The following is a summary of the matters voted on at the Annual Meeting.

 

  1.

The Company’s stockholders re-elected Garen G. Bohlin, Mikael Dolsten, M.D., Ph.D. and Michael G. Kauffman, M.D., Ph.D. as class III directors to serve until the 2022 annual meeting of stockholders, each such director to hold office until his successor has been 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

   29,640,967      2,655,505      13,834,415

Mikael Dolsten, M.D., Ph.D.

   29,871,347      2,425,125      13,834,415

Michael G. Kauffman, M.D., Ph.D.

   30,042,668      2,253,804      13,834,415

 

  2.

The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The results of the stockholders’ vote with respect to such approval were as follows:

 

Votes For

  

Votes Against

  

Votes Abstaining

  

Broker Non-Votes

31,696,097

   578,243    22,132    13,834,415

 

  3.

The Company’s stockholders recommended, on a non-binding advisory basis, that future advisory votes on the compensation of the Company’s named executive officers be held every one year. The results of the stockholders’ vote with respect to such recommendation were as follows:

 

Every One Year

  

Every Two Years

  

Every Three Years

  

Votes Abstaining

  

Broker Non-Votes

32,124,129

   8,656    132,348    31,339    13,834,415

In light of the foregoing, the Company currently intends to hold an advisory vote on the compensation of its named executive officers every one year until the next required advisory vote on the frequency of holding the advisory vote on named executive officer compensation.

 

  4.

The Company’s stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2019. The results of the stockholders’ vote with respect to such ratification were as follows:

 

Votes For

  

Votes Against

  

Votes Abstaining

46,038,762

   13,633    78,492

 

  5.

The Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to 200,000,000. The results of the stockholders’ vote with respect to such approval were as follows:

 

Votes For

  

Votes Against

  

Votes Abstaining

42,392,323

   3,641,810    96,754


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: June 7, 2019     By:     /s/ Christopher B. Primiano
      Christopher B. Primiano
     

Executive Vice President, Chief Business Officer,

General Counsel and Secretary