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): May 10, 2022
Cytokinetics, Incorporated
(Exact Name of Registrant as Specified in Charter)
| Delaware | 000-50633 | 94-3291317 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
| 350 Oyster Point Blvd., South San Francisco, California 94080 |
| (Address of Principal Executive Offices) (Zip Code) |
(650) 624-3000
(Registrant's telephone number, including area code)
Not Applicable
(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)) | |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. ☐
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, $0.001 par value | CYTK | The Nasdaq Global Select Market |
Item 5.07. Submission of Matters to a Vote of Security Holders.
The following is a brief description of each matter voted upon at the Company’s Annual Meeting of Stockholders on May 10, 2022 (the “Annual Meeting”), as well as the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter. Of the 85,503,941 shares of the Company’s common stock entitled to vote at the Annual Meeting, 77,792,355 shares of common stock, or 90.98%, of the total eligible votes to be cast, were represented at the Annual Meeting in person or by proxy, constituting a quorum. A more complete description of each matter is set forth in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 8, 2022.
Proposal 1: Election of Four Class III Directors
The stockholders elected Muna Bhanji, Santo J. Costa, Esq., John T. Henderson, M.B., Ch.B. and B. Lynne Parshall, Esq. as Class III Directors, each to serve for a three-year term and until their successors are duly elected and qualified or their earlier resignation or removal. The voting for each director was as follows:
| Name | For | Withheld | Broker Non-Vote | |||
| Muna Bhanji | 72,212,805 | 1,809,550 | 3,770,000 | |||
| Santo J. Costa, Esq. | 71,304,951 | 2,717,404 | 3,770,000 | |||
| John T. Henderson, M.B., Ch.B. | 69,492,156 | 4,530,199 | 3,770,000 | |||
| B. Lynne Parshall, Esq. | 72,281,275 | 1,741,080 | 3,770,000 |
Proposal 2: Approval of the Amendment and Restatement of the Amended and Restated 2004 Equity Incentive Plan to increase the number of authorized shares reserved for issuance under Amended and Restated 2004 Equity Incentive Plan by 5,998,000 shares of common stock.
The stockholders approved the amendment and restatement of the Amended and Restated 2004 Equity Incentive Plan to increase the number of authorized shares reserved for issuance under the Amended and Restated 2004 Equity Incentive Plan by an additional 5,998,000 shares of common stock. The votes were as follows:
| For | Against | Abstain | Broker Non-Vote | |||
| 70,664,525 | 2,928,000 | 429,830 | 3,770,000 |
Proposal 3: Ratification of Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2022
The stockholders ratified the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The votes were as follows:
| For | Against | Abstain | Broker Non-Vote | |||
| 77,521,359 | 61,876 | 209,120 | -0- |
Proposal 4: Advisory Vote on Executive Compensation
The stockholders approved, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2022 Annual Meeting of Stockholders. The votes were as follows:
| For | Against | Abstain | Broker Non-Vote | |||
| 71,536,813 | 2,039,137 | 446,405 | 3,770,000 |
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.
| Cytokinetics, Incorporated | ||||
| May 11, 2022 | By: | /s/ John Faurescu | ||
| Name: | John Faurescu, Esq. | |||
| Title: | Assistant Secretary | |||