CYTOKINETICS INC
For the period ended May 14, 2025. Filed Apr 10, 2025.
View on SEC.govAbout this filing
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.
May 14, 2025 · Filed Apr 10, 2025
CYTK$53.69-3.3%Stored close · as of Nov 6, 2026
Contents
TABLE OF CONTENTS
| 2 | Information Concerning Solicitation and Voting |
| 2 | General |
| 2 | Record Date and Share Ownership |
| 2 | Revocability of Proxies |
| 2 | Voting |
| 2 | Cost of Proxy Solicitation |
| 3 | Voting in Person or by Proxy Card |
| 3 | Voting via the Internet or by Telephone |
| 3 | Quorum; Withhold Votes; Abstentions; Broker Non-Votes |
| 4 | Deadline for Receipt of Stockholder Proposals and Director Nominations |
| 4 | Results of the Voting at the Annual Meeting |
| 5 | Proposal One: Election of Three Class III Directors |
| 5 | Nominees |
| 5 | Director Resignation Policy |
| 6 | Proposal Two: Approval of the Amendment and Restatement of the Company’s Amended and Restated 2004 Equity Incentive Plan to (i) Increase the Number of Authorized Shares Reserved for Issuance Thereunder by 5,000,000 Shares of Common Stock and (ii) Provide for Limitations on the Maximum Grant Value that Non-Executive Directors May Receive Under such Plan of $1,000,000 for Annual Grants to Continuing Directors in any Calendar Year and $1,250,000 for the Initial Grant to New Directors |
| 7 | Amendments to the 2004 EIP |
| 8 | 2004 EIP Outstanding Awards and Available Shares |
| 8 | Summary of the Proposed Amended and Restated 2004 EIP |
| 12 | New Plan Benefits |
| 13 | Stock Awards Granted under the 2004 EIP |
| 13 | Federal Income Tax Consequences |
| 15 | Registration with the SEC |
| 16 | Proposal Three: Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock available for issuance by the Company from 163,000,000 to 326,000,000 shares of common stock |
| 16 | Proposal |
| 16 | Purpose and Effect of the Proposal |
| 18 | Proposal Four: Ratification of the Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2025 |
| 18 | Independent Registered Public Accounting Firm Services and Fees |
| 19 | Pre-Approval Policies and Procedures |
| 20 | Proposal Five: Advisory Proposal on Executive Compensation |
| 21 | Security Ownership of Certain Beneficial Owners and Management |
| 24 | Board of Directors |
| 25 | Director Skills, Experience and Background |
| 30 | Summary of Director Core Experiences and Skills |
| 30 | Board of Directors Leadership Structure |
| 30 | Stockholder Engagement |
| 31 | Board of Directors Role in Risk Oversight |
| 32 | Independence of Directors |
| 32 | Board of Directors’ Role in CEO and Executive Succession |
| 32 | Directors Commitments |
| 32 | Attendance of Board and Committee Meetings |
| 33 | Board Committees |
| 34 | Consideration of Stockholder Nominations of the Board |
| 35 | Insider Trading Policies and Procedures |
| 35 | Corporate Responsibility |
| 36 | Communicating with the Board of Directors |
| 37 | Executive Officers |
| 37 | Executive Officer Skills, Experience and Background |
| 39 | Executive Compensation |
| 39 | Compensation Discussion and Analysis |
| 54 | Compensation and Talent Committee Report |
| 54 | Compensation Committee Interlocks and Insider Participation |
| 54 | Risk Analysis of the Compensation Programs |
| 55 | Executive Summary Compensation Table for 2024 |
| 56 | Grants of Plan-Based Awards in 2024 |
| 57 | Outstanding Equity Awards at December 31, 2024 |
| 59 | Option Exercises and Stock Vested in 2024 |
| 59 | Executive Employment and Other Agreements |
| 60 | Pension Benefits |
| 60 | Nonqualified Deferred Compensation |
| 60 | Potential Payments Upon Termination or Change of Control |
| 61 | Principal Executive Officer Pay Ratio |
| 63 | Pay Versus Performance |
| 66 | Equity Compensation Plans at December 31, 2024 |
| 67 | Director Compensation |
| 67 | Annual Retainers |
| 68 | Election to Receive Retainers in Cash or Equity |
| 68 | Initial and Annual Equity Grants to Non-Employee Directors |
| 69 | Director Compensation Table for 2024 |
| 70 | Delinquent Section 16(a) Reports |
| 70 | Certain Business Relationships and Related Party Transactions |
| 70 | Review, Approval or Ratification of Transactions with Related Parties |
| 70 | Indemnification of Directors and Officers |
| 71 | Other Matters |
| Appendix | |
| A-1 | Appendix A Amended and Restated 2004 Equity Incentive Plan |
| B-1 | Appendix B Certificate of Amendment to the Amended and Restated Certificate of Incorporation |
350 Oyster Point Blvd. South San Francisco, California 94080
Proxy Statement for the 2025
Annual Meeting of Stockholders
May 14, 2025
Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to Be Held on Wednesday, May 14, 2025 at 10:00 a.m. local time at 350 Oyster Point Blvd., South San Francisco, CA 94080
The Notice of Annual Meeting, Proxy Statement and annual report to stockholders are available at proxydocs.com/CYTK.
We intend to mail these proxy materials on or about April 10, 2025 to all stockholders of record entitled to vote at the 2025 annual meeting.
MEETING AGENDA
| Proposal Number | Proposal | Vote Required for Approval |
|---|---|---|
| 1 | To elect the Board of Directors’ nominees, John T. Henderson, B. Lynne Parshall, and Muna Bhanji, as Class III Directors, each to serve for a three-year term and until their successors are duly elected and qualified. | The three nominees receiving the most “For” votes will be elected; withhold votes and broker non-votes will have no effect. However, pursuant to our director resignation policy, if any nominee for director in this election receives a greater number of votes “Withhold” from such nominee than votes “For”, the nominee for director must tender their resignation for consideration by the Nominating and Governance Committee of the Board of Directors (the “Nominating and Governance Committee”). The Nominating and Governance Committee shall consider all relevant facts and circumstances and recommend to our Board of Directors the action to be taken with respect to such offer of resignation. For more information on our director resignation policy, see “PROPOSAL ONE—ELECTION OF THREE CLASS III DIRECTORS”. |
| 2 | To approve the amendment and restatement of the Company’s Amended and Restated 2004 Equity Incentive Plan to: (i) increase the number of authorized shares reserved for issuance under such plan by 5,000,000 shares of common stock and (ii) provide for limitations on the maximum grant value that non-executive directors may receive under such plan of $1,000,000 for annual grants to continuing directors and $1,250,000 for the initial grant to new directors. | “For” votes from the holders of majority of shares present in person or represented by proxy at the meeting and entitled to vote on this proposal. |
| 3 | To approve an amendment to the Company’s Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock available for issuance by the Company from 163,000,000 to 326,000,000 shares of common stock. | Votes cast “For” this proposal in person or by proxy at the meeting exceed votes cast “Against” this proposal in person or by proxy at the meeting. |
| 4 | To ratify the appointment by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025. | “For” votes from the holders of a majority of shares present in person or represented by proxy at the meeting and entitled to vote on this proposal. |
| 5 | To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this Proxy Statement. | “For” votes from the holders of a majority of shares present in person or represented by proxy at the meeting and entitled to vote on this proposal. |
| Cytokinetics, Inc. | 2025 Proxy Statement | 1 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.