Karyopharm Therapeutics (KPTI) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 21, 2026, with voting on key proposals including director elections, amendments to equity and employee stock purchase plans, executive compensation, and auditor ratification.

• Only stockholders of record as of March 30, 2026, are entitled to vote, with one vote per share of common stock; 22,543,316 shares are outstanding.

• Voting can be done online, by phone, by mail, or during the virtual meeting; proxies default to board recommendations if no instructions are given.

Voting matters and shareholder proposals

• Election of two Class I directors (Barry E. Greene and Christy J. Oliger) for three-year terms expiring at the 2029 annual meeting.

• Approval sought for amendments to the 2022 Equity Incentive Plan (increase by 3,000,000 shares) and the 2013 Employee Stock Purchase Plan (increase by 1,400,000 shares).

• Advisory vote on executive compensation (say-on-pay).

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of seven members, divided into three classes with staggered three-year terms.

• Majority of directors are independent; board committees include Audit, Compensation, Nominating/Corporate Governance & Compliance, and Commercialization and Portfolio.

• Lead Independent Director facilitates communication between management and independent directors.

• Board and committees met regularly in 2025, with high attendance.

• Director compensation includes cash and equity, with additional retainers for committee chairs and the Lead Independent Director.