Cytokinetics Incorporated filed SEC Form 8-K: Leadership Update
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
On February 10, 2025, (the “Effective Date”), the Board of Directors (the “Board”) of Cytokinetics, Incorporated (the “Company”) appointed, upon the recommendation of the Nominating and Governance Committee of the Board, Robert E. Landry to fill a vacant Board seat and to serve as a Class II member of the Board with an initial term expiring at the Company’s 2027 annual meeting of stockholders. The Board also appointed Mr. Landry as a member of the Board’s Audit Committee.
There are no arrangements or understandings between Mr. Landry and any other persons pursuant to which he was selected as a director of the Company. The Board has determined that Mr. Landry is independent under the Company’s Corporate Governance Guidelines, applicable U.S. Securities and Exchange Commission (the “SEC”) requirements and Nasdaq listing standards. There is no transaction involving Mr. Landry that requires disclosure under Item 404(a) of Regulation S-K.
Mr. Landry will participate in the Company’s non-employee director compensation arrangements, which are currently comprised of: (i) an annual retainer of $50,000 for his service on the Board commencing on the Effective Date, with payment pro-rated for any partial period of service, (ii) an annual retainer of $12,500 for his service on the Board’s Audit Committee commencing on the Effective Date, with payment pro-rated for any partial period of service, (iii) an annual recurring equity grant comprised of restricted stock units and stock options to purchase the Company’s common stock with a grant date fair value of $440,000, the stock options of which will vest monthly over a period commencing on the grant date and ending on the earlier to occur of (x) the one-year anniversary of the date of the grant and (y) the date of Company’s annual meeting of stockholders for the calendar year immediately subsequent to the grant date, and the restricted stock units of which will vest in one installment on the earlier to occur of (x) the one-year anniversary of the grant date and (y) the date of the Company’s annual meeting of stockholders for the calendar year immediately subsequent to the grant date, in each case subject to Mr. Landry’s continuous service as a member of the Board. In addition, on the Effective Date, Mr. Landry received an option to purchase 25,538 shares of the Company’s common stock (the “Initial Grant”), which represent stock options with a grant date fair value of $700,000. The Initial Grant will vest monthly over the period commencing on the Effective Date and ending on the three-year anniversary of the Effective Date, subject to his continuous service as a member of the Board. The Company also entered into its standard form of indemnification agreement with Mr. Landry.
SIGNATURES
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.
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CYTOKINETICS, INCORPORATED |
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Date: |
February 11, 2025 |
By: |
/s/ John O. Faurescu |
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John O. Faurescu, Esq. |