CYTOKINETICS INC

For the period ended May 27, 2026. Filed Apr 17, 2026.

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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.

May 27, 2026 · Filed Apr 17, 2026

CYTK$53.69-3.3%Stored close · as of Nov 6, 2026

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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 MAY 27, 2026

To the Stockholders:

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of Cytokinetics, Incorporated, a Delaware corporation (the “Company”), will be held on Wednesday, May 27, 2026, at 10:00 a.m. PT at the Company’s headquarters, 350 Oyster Point Blvd., South San Francisco, California 94080, for the following purposes:

1.	To elect the three Class I director nominees named in the accompanying Proxy Statement to serve until the 2029 Annual Meeting of Stockholders and until their successors are duly elected and qualified;
2.	To approve the amendment and restatement of the Company’s Amended and Restated 2015 Employee Stock Purchase Plan to increase the number of authorized shares reserved for issuance thereunder by 1,000,000 shares of common stock;
3.	To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026;
4.	To approve, on an advisory basis, the compensation of the “Named Executive Officers,” as determined under Regulation S-K and as otherwise disclosed in the Proxy Statement pursuant to the compensation disclosure rules under the Exchange Act and Regulation S-K; and
5.	To transact such other business as may properly come before the meeting or any adjournments thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this notice.

Only stockholders of record at the close of business on March 31, 2026 (the “Record Date”) are entitled to notice of the meeting or any adjournment thereof and only stockholders of record on the Record Date and their proxy holders are entitled to vote at the meeting or any adjournment thereof. Stockholders who plan to attend the Annual Meeting will be required at the meeting to present a valid, government-issued photo identification.

By Order of the Board of Directors

/s/ John O. Faurescu

John O. Faurescu, Esq.

Secretary

South San Francisco, California

April 17, 2026

Whether or not you expect to attend the meeting, please vote by proxy over the telephone or through the internet, or by completing, dating, signing and returning the enclosed proxy as instructed in these materials, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote in person if you attend the meeting. Please note, however, that if your shares are held through a broker, bank or other agents and you wish to vote at the meeting, you must obtain a legal proxy issued in your name from that record holder. Important Notice Regarding the Availability of Proxy Materials for the Stockholders Meeting to Be Held on Wednesday, May 27, 2026 at 10:00 a.m. PT at 350 oyster point blvd., South San Francisco, CA 94080 The Notice of Annual Meeting, Proxy Statement and Annual Report for the year ended December 31, 2025 are available at www.proxyvote.com.

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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.