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

Cytokinetics, Incorporated

(Exact name of Registrant as Specified in Its Charter)

(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:

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

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 Annual Meeting of Stockholders (the “Annual Meeting”) of Cytokinetics, Incorporated (the “Company”) held on May 10, 2023 at 10:00 a.m. local time at the Company's headquarters, 350 Oyster Point Blvd., South San Francisco, California 94080, 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 95,588,756 shares of the Company’s common stock entitled to vote at the Annual Meeting, 90,554,259 shares of common stock, or 94.73%, 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 7, 2023.

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:

Proposal 2: Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Permit Director Exculpation

The stockholders approved the Amendment to the Company’s Amended and Restated Certificate of Incorporation to permit director exculpation. The votes were as follows and votes for the proposal were greater than an absolute majority of the outstanding shares of common stock entitled to vote at the Annual Meeting:

Proposal 3: Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Permit the Exculpation of the Senior Officers of the Company

The stockholders approved the Amendment to the Company’s Amended and Restated Certificate of Incorporation to permit the exculpation of the senior officers of the Company. The votes were as follows and votes for the proposal were greater than an absolute majority of the outstanding shares of common stock entitled to vote at the Annual Meeting:

Proposal 4: Ratification of Selection of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023

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, 2023. The votes were as follows:

Proposal 5: 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 2023 Annual Meeting of Shareholders. The votes were as follows:

Proposal 6: Advisory Vote on Frequency of “Say on Pay” Proposal

The stockholders approved, on an advisory basis, 1-Year as the frequency with which the stockholders of the Company wish to have an advisory vote on the compensation of the Company’s named executive officers as disclosed pursuant to the SEC’s compensation disclosure rules (which disclosure includes the Compensation Discussion and Analysis, the related compensation tables and the narrative disclosure to those tables in the Company’s proxy statement). The votes were as follows:

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.