DEF 14A

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

KURA ONCOLOGY, INC.

(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

KURA ONCOLOGY, INC.

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 Officer
Chairman 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

KURA ONCOLOGY, INC.

PROXY STATEMENT

FOR THE 2024 ANNUAL MEETING OF STOCKHOLDERS

To be held on June 5, 2024

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why did I receive a notice regarding the availability of proxy materials on the internet?

We have sent you a Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board of Directors (sometimes referred to as the “Board”) of Kura Oncology, Inc. (sometimes referred to as “we,” “us,” the “Company” or “Kura”) is soliciting your proxy to vote at the 2024 Annual Meeting of Stockholders, including at any adjournments or postponements of the meeting (the “Annual Meeting”). Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the internet. Accordingly, we have sent a Notice to our stockholders of record. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the internet or to request a printed copy may be found in the Notice.

We intend to mail the Notice on or about April 18, 2024 to all stockholders of record entitled to vote at the Annual Meeting.

Will I receive any other proxy materials by mail?

We may send you a proxy card, along with a second notice, on or after April 29, 2024.

What is the format of the Annual Meeting?

The Annual Meeting will be held through a live webcast at www.proxydocs.com/KURA. You will not be able to attend the meeting in person. We may resume holding in-person annual meetings in the future. A summary of the information you need to attend the Annual Meeting online is provided below:

•

You must register at www.proxydocs.com/KURA. Upon completing your registration, you will receive further instructions via email, including a unique link that will allow you access to the Annual Meeting and to vote and submit questions during the Annual Meeting.

•

As part of the registration process, you must enter the control number located on your proxy card, voting instruction form, or Notice of Internet Availability. If you are a beneficial owner of shares registered in the name of a broker, bank or other nominee, you will also need to provide the registered name on your account and the name of your broker, bank or other nominee as part of the registration process.

•

On the day of the Annual Meeting on June 5, 2024, stockholders may begin to log in to the virtual-only Annual Meeting 15 minutes prior to the Annual Meeting. The Annual Meeting will begin at 8:30 a.m. Pacific Time on June 5, 2024.

SEC Form DEF 14A filed by Kura Oncology Inc.