UNITED STATES

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 22, 2012

 

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ 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 22, 2012, Cytokinetics, Inc. (the “Company”) held its Annual Meeting of Stockholders in South San Francisco, California. Of the 77,512,080 shares of the Company’s common stock entitled to vote at the meeting, 64,151,528 shares of common stock, or 82.76% 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 Robert I. Blum, Denise M. Gilbert and Sandford D. Smith as Class II 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  

Robert I. Blum

     47,040,892         844,201         16,266,435   

Denise M. Gilbert

     47,187,547         697,546         16,266,435   

Sandford D. Smith

     47,155,993         729,100         16,266,435   

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, 2012. The votes were as follows:

 

For

  

Against

  

Abstain

  

Broker Non-Vote

63,178,550

   647,005    325,973    0

Proposal 3: Approval of increase in the number of authorized shares reserved for issuance under the Company’s 2004 Equity Incentive Plan, as Amended

The stockholders approved an increase in the number of authorized shares reserved for issuance under the Company’s 2004 Equity Incentive Plan, as amended, by 2,500,000 shares. The votes were as follows:

 

For

  

Against

  

Abstain

  

Broker Non-Vote

44,664,750

   3,169,043    51,300    16,266,435


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
May 25, 2012   By:  

/s/ Sharon A. Barbari

    Name:   Sharon A. Barbari
    Title:  

Executive Vice President, Finance and

Chief Financial Officer