UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 9, 2014

 

Karyopharm Therapeutics Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-36167

 

26-3931704

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(I.R.S. Employer
Identification No.)

 

2 Mercer Road
Natick, MA

 

01760

(Address of principal executive offices)

 

(Zip Code)

 

Registrant’s telephone number, including area code: (508) 975-4820

 

 

(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):

 

o                                    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o                                    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o                                    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o                                    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

Item 5.07.                                        Submission of Matters to a Vote of Security Holders.

 

Karyopharm Therapeutics Inc. (the “Company”) held its Annual Meeting of Stockholders on June 9, 2014. The following is a summary of the matters voted on at that meeting.

 

1.              The Company’s stockholders elected Barry E. Greene and Mansoor Raza Mirza, M.D. as class I directors to serve until the 2017 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 I directors were as follows:

 

 

 

Votes For

 

Votes
Withheld

 

Broker
Non-Votes

 

Barry E. Greene

 

27,628,845

 

894

 

4,543

 

Mansoor Raza Mirza, M.D.

 

27,536,979

 

92,760

 

4,543

 

 

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

 

Votes For

 

Votes
Against

 

Votes
Abstaining

 

Broker
Non-Votes

 

27,633,307

 

672

 

303

 

0

 

 

Item 8.01.                                        Other Events.

 

While it was permissible in May 2014 under the applicable securities laws and the Company’s insider trading policy for executive officers of the Company to purchase and sell securities of the Company, each of the executive officers listed below entered into a pre-arranged stock trading plan (a “10b5-1 Plan”) pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Each 10b5-1 Plan contemplates the sale of a limited number of shares of the Company’s common stock for personal financial management reasons during the remainder of the 2014 calendar year.

 

Name

 

Title

 

Maximum number of shares
of common stock that may
be sold under such 10b5-1 Plan

 

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

 

Chief Executive Officer and Director

 

90,000

 

Sharon Shacham, Ph.D, MBA

 

President and Chief Scientific Officer

 

90,000

 

 

Pursuant to each 10b5-1 Plan, certain shares of the Company’s common stock held by the respective individual will be sold on a periodic basis without further direction from the individual in accordance with the terms and conditions set forth in the applicable 10b5-1 Plan, which in all cases include minimum sale price thresholds. Each 10b5-1 Plan is designed to comply with Rule 10b5-1 under the Exchange Act and the Company’s insider trading policy. Transactions made pursuant to each 10b5-1 Plan will be disclosed publicly through Form 144 and Form 4 filings with the Securities and Exchange Commission. Except as may be required by law, the Company does not undertake to report on specific Rule 10b5-1 plans of the Company’s officers or directors, nor to report modifications or terminations of the aforementioned plans or the plan of any other individual.

 

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SIGNATURE

 

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 13, 2014

By:

/s/ Christopher B. Primiano

 

 

Christopher B. Primiano

 

 

Vice President, General Counsel

 

 

and Secretary

 

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