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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

KURA$7.27+6.9%Stored close · as of Nov 6, 2026
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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.__)

Filed by the Registrant

Filed by a party other than the Registrant

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

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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 Voting1
Proposal 1 Election of Directors7
Information Regarding the Board of Directors and Corporate Governance11
Proposal 2 Ratification of Selection of Independent Registered Public Accounting Firm21
Proposal 3 Advisory Vote on Executive Compensation22
Proposal 4 Approval of an Amendment to our Amended and Restated 2014 Equity Incentive Plan23
Executive Officers33
Executive Compensation35
Security Ownership of Certain Beneficial Owners and Management65
Non-Employee Director Compensation68
Certain Relationships and Related Party Transactions70
Householding of Proxy Materials73
Other Matters73
Appendix A: Amended and Restated 2014 Equity Incentive PlanA-1

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

To be held on June 5, 2024

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.