Karyopharm Therapeutics Shareholders Approve Plan to Nearly Double Authorized Shares at Special Meeting

Key Points

• Share increase approved: Stockholders approved amending the certificate of incorporation to raise total authorized shares from 58,333,333 to 111,000,000 and common shares from 53,333,333 to 106,000,000, effectively nearly doubling the number of authorized common shares.
• Contingency adjournment approved: Shareholders also approved a proposal permitting the meeting to be adjourned if additional proxy solicitation was necessary to secure approval of the share increase.
• Final results and next steps: Preliminary results show both proposals passed and Karyopharm will disclose the final vote results in a Form 8‑K to be filed within four business days of the meeting.

Karyopharm Therapeutics NASDAQ: KPTI held a virtual special meeting of stockholders on Feb. 18, 2026, to vote on two proposals outlined in the company’s proxy materials. The meeting was chaired by President, CEO, and Director Richard Paulson, with Chief Legal Officer Michael Mano serving as secretary and inspector of election.

Meeting format and voting procedures

Paulson said the company structured the virtual format to provide stockholders “the same rights and opportunities to participate as they would at an in-person meeting.” Stockholders were instructed that questions would be accepted solely on the proposals being voted on and submitted through an online portal before the polls closed. According to Mano, there were no questions submitted regarding the proposals during the meeting.

Paulson also provided the customary forward-looking statement disclaimer, noting that remarks about future expectations, plans, and prospects constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995 and that actual results may differ based on factors discussed in the company’s most recent Form 10-K. He added that the statements represent the company’s expectations only as of the meeting date and that the company disclaimed any obligation to update them.

Quorum and notice

The company reported it had received an affidavit from its proxy advisor, Broadridge Financial Solutions, certifying that notice of the special meeting and the proxy statement were sent to all stockholders of record as of Dec. 29, 2025. Paulson said the affidavit would be included in the minutes of the meeting.

To open the formal business, the company addressed whether a quorum was present. Paulson stated that holders of 18,310,283 shares of common stock were entitled to vote at the meeting. Based on the inspector of election’s report, Paulson said more than a majority in voting power of shares entitled to vote were present, either virtually or by proxy, and he declared a quorum.

Proposals presented to stockholders

Paulson reviewed the two matters submitted for a vote as described in the company’s proxy statement, which he said was mailed on or about Jan. 9, 2026, to stockholders of record as of Dec. 29, 2025:

• Proposal One: Adopt and approve an amendment to the company’s Restated Certificate of Incorporation (as amended) to increase the number of authorized shares of capital stock from 58,333,333 to 111,000,000, and the number of authorized shares of common stock from 53,333,333 to 106,000,000.
• Proposal Two: Approve a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation of proxies in the event there were insufficient votes to approve Proposal One.

Voting results and next steps

The polls opened at 9:06 a.m. Eastern Time and closed at 9:08 a.m. Eastern Time. Paulson reminded stockholders they could vote during the meeting through the virtual meeting website, including changing a vote previously submitted by proxy.

After the polls closed, Mano reported preliminary results showing both proposals were approved. Specifically, the proposal to increase authorized shares (Proposal One) received approval based on preliminary voting results, and the adjournment proposal (Proposal Two) was also approved.

Paulson said the final vote results would be disclosed in a Form 8-K to be filed within four business days after the meeting. He thanked shareholders for participating and said the company appreciated their continued support “as we execute on our mission to improve patient lives and defeat cancer.” The meeting was then adjourned.

About Karyopharm Therapeutics NASDAQ: KPTI

Karyopharm Therapeutics NASDAQ: KPTI is a clinical-stage biopharmaceutical company focused on discovering and developing novel first-in-class drugs that target the nuclear export protein XPO1. The company's lead product, selinexor (marketed as XPOVIO), is an oral selective inhibitor of nuclear export (SINE) compound approved for treatment of multiple myeloma and diffuse large B-cell lymphoma. In addition to selinexor, Karyopharm's pipeline includes second-generation SINE compounds and combination studies in solid tumors and hematologic malignancies.

Founded in 2008 and headquartered in Newton, Massachusetts, Karyopharm has built a research platform around modulation of nuclear export pathways.

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