Kura Oncology Inc
For the period ended Apr 12, 2024. Filed Apr 12, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 12, 2024 · Filed Apr 12, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No.__)
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Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON June 5, 2024
Dear Stockholder:
You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Kura Oncology, Inc., a Delaware corporation, to be held on Wednesday, June 5, 2024, at 8:30 a.m. Pacific Time (the “Annual Meeting”). The Annual Meeting is being held for the following purposes:
To elect the two nominees for Class I director named in the accompanying proxy statement to serve for three-year terms until the 2027 Annual Meeting of Stockholders.
To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2024.
To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the proxy statement.
To approve an amendment to our Amended and Restated 2014 Equity Incentive Plan.
To conduct any other business properly brought before the meeting.
These items of business are more fully described in the Proxy Statement accompanying this Notice.
Our Board of Directors has fixed the record date for the Annual Meeting for April 8, 2024. Only stockholders of record at the close of business on that date may vote at the Annual Meeting or any adjournment or postponement thereof.
This year’s Annual Meeting will be held virtually through a live webcast. You will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visiting www.proxydocs.com/KURA and entering the control number included in your Notice of Internet Availability of Proxy Materials, proxy card or in the instructions that you received via email. Please refer to the additional logistical details and recommendations in the accompanying proxy statement. The webcast will start at 8:30 a.m. Pacific Time on Wednesday, June 5, 2024. You will not be able to attend the Annual Meeting in person. We may resume holding in-person annual meetings in the future.
Your vote is extremely important regardless of the number of shares you own. Whether or not you expect to attend the Annual Meeting, we urge you to cast your vote as soon as possible. You may vote your shares via the internet or via a toll-free telephone number by following the instructions on the Notice of Internet Availability of Proxy Materials. In addition, if you received paper copies of the proxy materials by mail, you can also vote by mail by following the instructions on the proxy card. Submitting a proxy card will not prevent you from attending the Annual Meeting and voting at the Annual Meeting, if you so desire. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain from the record holder a proxy issued in your name.
The Notice of 2024 Annual Meeting of Stockholders, Proxy Statement and 2023 Annual Report on Form 10-K are available at the following website: www.proxydocs.com/KURA.
By Order of the Board of Directors,
Troy E. Wilson, Ph.D., J.D.
President and Chief Executive OfficerChairman of the Board of Directors
April 12, 2024
12730 High Bluff Drive, Suite 400
San Diego, California 92130
TABLE OF CONTENTS
| Page | |
|---|---|
| Questions and Answers About these Proxy Materials and Voting | 1 |
| Proposal 1 Election of Directors | 7 |
| Information Regarding the Board of Directors and Corporate Governance | 11 |
| Proposal 2 Ratification of Selection of Independent Registered Public Accounting Firm | 21 |
| Proposal 3 Advisory Vote on Executive Compensation | 22 |
| Proposal 4 Approval of an Amendment to our Amended and Restated 2014 Equity Incentive Plan | 23 |
| Executive Officers | 33 |
| Executive Compensation | 35 |
| Security Ownership of Certain Beneficial Owners and Management | 65 |
| Non-Employee Director Compensation | 68 |
| Certain Relationships and Related Party Transactions | 70 |
| Householding of Proxy Materials | 73 |
| Other Matters | 73 |
| Appendix A: Amended and Restated 2014 Equity Incentive Plan | A-1 |
PROXY STATEMENT
FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS
To be held on June 5, 2024
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.