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Cytokinetics 8-K 2017

Documents found in this filing:

  1. 8-K
  2. 8-K
8-K

 

 

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 18, 2017

 

 

Cytokinetics, Incorporated

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-50633   94-3291317

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

280 East Grand Avenue, South San Francisco,

California

  94080
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code:(650) 624-3000

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 (§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.

The following is a brief description of each matter voted upon at 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 43,241,281 shares of the Company’s common stock entitled to vote at the Annual Meeting, 38,927,533 shares of common stock, or 90.02%, 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 March 31, 2017.

Proposal 1: Election of Directors

The stockholders elected L. Patrick Gage, Edward M. Kaye and Wendell Wierenga as Class I Directors, each to serve for a three-year term and until their successors are duly elected and qualified. The voting for each director was as follows:

 

Name

  

For

    

Withheld

    

Broker Non-Vote

 

L. Patrick Gage

     31,235,018        143,950        7,548,565  

Edward M. Kaye

     30,838,654        540,314        7,548,565  

Wendell Wierenga

     31,162,950        216,018        7,548,565  

Proposal 2: Ratification of Independent Registered Public Accounting Firm

The stockholders ratified the selection by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017. The votes were as follows:

 

For

 

Against

 

Abstain

38,714,180

  172,993   40,360

Proposal 3: Approval of an amendment to 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.

The stockholders approved 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 3,900,000 shares. The votes were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

19,689,832

  7,562,216   4,126,920   7,548,565

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 2017 Annual Meeting of Shareholders. The votes were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Vote

31,058,363

  282,247   38,358   7,548,565

Proposal 5: Advisory Vote on Frequency of Say On Pay

The stockholders voted, on an advisory basis, that future advisory votes on executive compensation should be submitted to the stockholders every year. The votes were as follows:

 

Every three years

 

Every two years

 

Every year

 

Abstain from voting

 

Broker Non-Vote

7,547,820

  78,240   23,732,163   20,745   7,548,565


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 19, 2017     By:  

/s/ Peter S. Roddy

    Name:   Peter S. Roddy
    Title:   Senior Vice President, Chief Accounting Officer
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