UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 18, 2011
Cytokinetics, Incorporated
(Exact name of registrant as specified in its charter)
| Delaware | 000-50633 | 94-3291317 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| 280 East Grand Avenue, South San Francisco, California |
94080 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:(650) 624 — 3000
Not Applicable
Former name or former address, if changed since last report
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
ITEM 5.07. Submission of Matters to a Vote of Security Holders.
On May 18, 2011, Cytokinetics, Inc. (the “Company”) held its Annual Meeting of
Stockholders in South San Francisco, California. Of the 66,916,100 shares of the Company’s common
stock entitled to vote at the meeting, 60,241,508 shares of common stock, or 90.03%, of the total
eligible votes to be cast, were represented at the meeting in person or by proxy, constituting a
quorum. The final results of voting for each matter submitted to a vote of stockholders at the
meeting were as follows:
Proposal 1: Election of Directors
The stockholders elected L. Patrick Gage and Wendell Wierenga as Class I Directors, each to
serve for a three-year term and until their successors are duly elected and qualified. The voting
for each director was as follows:
| Name | For | Withheld | Broker Non-Vote | |||||||||
L. Patrick |
43,210,744 | 2,065,194 | 14,965,570 | |||||||||
Wendell Wierenga |
43,471,132 | 1,804,806 | 14,965,570 | |||||||||
Proposal 2: Ratification of Independent Registered Public Accounting Firm
The stockholders ratified the selection by the Audit Committee of the Board of Directors of
PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the
fiscal year ending December 31, 2011. The votes were as follows:
| For | Against | Abstain | Broker Non-Vote | |||
57,568,195
|
779,152 | 1,894,161 | 0 |
Proposal 3: Approval of an Amendment to the Amended and Restated Certificate of Incorporation
The stockholders approved an amendment to the Company’s Amended and Restated Certificate of
Incorporation increasing the number of authorized shares of common stock from 170,000,000 shares to
245,000,000 shares. The votes were as follows:
| For | Against | Abstain | Broker Non-Vote | |||
| 45,851,338 | 12,898,262 | 1,491,908 | 0 |
Proposal 4: Approval of the Material Terms of the Company’s Amended 2004 Equity Incentive Plan
The stockholders approved the material terms of the Company’s amended 2004 Equity Incentive
Plan. The votes were as follows:
| For | Against | Abstain | Broker Non-Vote | |||
| 40,400,878 | 3,405,846 | 1,469,214 | 14,965,570 |
Proposal 5: Approval, On an Advisory Basis, of the Compensation of the Named Executive Officers
The stockholders approved, on an advisory basis, the compensation of the named executive
officers as disclosed in the Company’s proxy statement for the 2011 Annual Meeting of Stockholders.
The votes were as follows:
| For | Against | Abstain | Broker Non-Vote | |||
| 33,331,247 | 10,477,651 | 1,467,040 | 15,965,570 |
Proposal 6: Determination, on an Advisory Basis, of the Frequency of the Advisory Vote on
Compensation of the Named Executive Officers
The advisory vote on the frequency with which the stockholders should hold future advisory
votes on the compensation of the named executive officers received the following votes:
| Every 3 years | Every 2 years | Every year | Abstain | Broker Non-Vote | ||||
| 26,679,215 | 151,701 | 16,925,191 | 1,519,831 | 15,965,570 |
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.
| Cytokinetics, Incorporated |
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| May 20, 2011 | By: | /s/ Sharon A. Barbari | ||
| Name: | Sharon A. Barbari | |||
| Title: | Executive Vice President, Finance and Chief Financial Officer |
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