Cytokinetics (CYTK) investors approve directors, ESPP share increase and auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Cytokinetics, Incorporated reported the results of its Annual Meeting of Stockholders held on May 27, 2026. Stockholder participation was high, with 116,125,730 shares represented, or 93.47% of the 124,237,822 shares entitled to vote, establishing a quorum.

Stockholders elected three Class I directors to three-year terms: Edward M. Kaye, M.D., Wendell Wierenga, Ph.D., and Nancy J. Wysenski. They also approved an amendment and restatement of the 2015 Employee Stock Purchase Plan to increase the authorized shares reserved for issuance under the plan by 1,000,000 shares of common stock.

Investors ratified the selection of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. In addition, stockholders approved, on an advisory basis, the compensation of the company’s named executive officers.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 124,237,822 shares Shares represented: 116,125,730 shares ESPP share increase: 1,000,000 shares +3 more

6 metrics

Shares entitled to vote 124,237,822 shares Common stock entitled to vote at Annual Meeting

Shares represented 116,125,730 shares Represented at Annual Meeting, 93.47% turnout

ESPP share increase 1,000,000 shares Additional shares reserved under 2015 Employee Stock Purchase Plan

Proposal 2 for votes 107,254,415 votes For amendment and restatement of Employee Stock Purchase Plan

Auditor ratification for votes 115,468,025 votes For ratification of Ernst & Young LLP for fiscal 2026

Say-on-pay for votes 104,005,531 votes For advisory approval of executive compensation

Key Terms

broker non-votes, quorum, independent registered public accounting firm, advisory vote on executive compensation

4 terms

broker non-votes financial

"the number of abstentions and broker non-votes with respect to each matter"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

quorum financial

"were represented at the Annual Meeting in person or by proxy, constituting a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

independent registered public accounting firm financial

"as our independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory vote on executive compensation financial

"Proposal 4: Advisory Vote on Executive Compensation"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

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Understanding 8-K Material Events →

05/27/2026 - 04:00 PM

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 27, 2026

    

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)	(IRS Employer Identification No.)

350 Oyster Point Boulevard
South San Francisco, California		94080
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: (650) 624-3000

    

n/a

(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))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	CYTK	The Nasdaq Global Select Market

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).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07 Submission of Matters to a Vote of Security Holders.

The following is a brief description of each matter voted upon at the Company’s Annual Meeting of Stockholders on May 27, 2026 (the “Annual Meeting”), as well as the number of votes cast for or against each matter and the number of abstentions and broker non-votes with respect to each matter. Of the 124,237,822 shares of the Company’s common stock entitled to vote at the Annual Meeting, 116,125,730 shares of common stock, or 93.47%, of the total eligible votes to be cast, were represented at the Annual Meeting in person or by proxy, constituting a quorum. A more complete description of each matter is set forth in the Company’s definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on April 17, 2026.

Proposal 1: Election of Three Class I Directors

The stockholders elected Edward M. Kaye, M.D., Wendell Wierenga, Ph.D., and Nancy J. Wysenski as Class I Directors, each to serve for a three-year term and until their successors are duly elected and qualified or their earlier resignation or removal. The voting for each director was as follows:


Name	For		Withheld		Broker Non-Vote
Edward M. Kaye, M.D.		104,633,356		3,234,862		8,257,512
Wendell Wierenga, Ph.D.		85,427,010		22,441,208		8,257,512
Nancy J. Wysenski		104,820,911		3,047,307		8,257,512

Proposal 2: Approval of the Amendment and Restatement of the Amended and Restated 2015 Employee Stock Purchase Plan to increase the number of authorized shares reserved for issuance under the Amended and Restated 2015 Employee Stock Purchase Plan by 1,000,000 shares of common stock

The stockholders approved the Amendment and Restatement of the Amended and Restated 2015 Employee Stock Purchase Plan. The votes were as follows:


For		Against		Abstain		Broker Non-Vote
	107,254,415		261,354		352,449		8,257,512

Proposal 3: Ratification of Selection of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026

The stockholders ratified the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes were as follows:


For		Against		Abstain		Broker Non-Vote
	115,468,025		269,258		388,447		-0-

Proposal 4: Advisory Vote on Executive Compensation

The stockholders approved, on an advisory basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2026 Annual Meeting of Stockholders. The votes were as follows:


For		Against		Abstain		Broker Non-Vote
	104,005,531		3,018,095		844,592		8,257,512

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

Date:	May 27, 2026	By:	/s/ John O. Faurescu
			John O. Faurescu SVP, Deputy General Counsel & Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What was Cytokinetics (CYTK) shareholder turnout at the 2026 annual meeting?

Shareholder turnout was strong, with 116,125,730 shares represented, or 93.47% of the 124,237,822 shares entitled to vote. This high participation level ensured a valid quorum for all proposals presented.

Which directors were elected at Cytokinetics (CYTK) 2026 annual meeting?

Stockholders elected Edward M. Kaye, M.D., Wendell Wierenga, Ph.D., and Nancy J. Wysenski as Class I directors. Each will serve a three-year term, continuing until their successors are duly elected and qualified or earlier resignation or removal.

What change was approved to Cytokinetics (CYTK) 2015 Employee Stock Purchase Plan?

Stockholders approved an amendment and restatement of the 2015 Employee Stock Purchase Plan to increase the number of authorized shares reserved for issuance under the plan by 1,000,000 shares of common stock, supporting future employee participation.

Which audit firm will serve Cytokinetics (CYTK) for fiscal 2026?

Stockholders ratified the selection of Ernst & Young LLP as Cytokinetics’ independent registered public accounting firm for the fiscal year ending December 31, 2026, confirming the Audit Committee’s choice for external financial statement auditing.

How did Cytokinetics (CYTK) shareholders vote on executive compensation?

Shareholders approved, on an advisory basis, compensation for the company’s named executive officers. The advisory vote supported the pay program as disclosed in the proxy statement for the 2026 Annual Meeting of Stockholders.

Filing Exhibits & Attachments

1 document