---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-020843"
form_type: "8-K"
ticker: "CYTK"
cik: "0001061983"
company_name: "CYTOKINETICS INC"
filed_at: "2023-05-11T23:59:59+00:00"
generated_at: "2026-06-15T03:27:23.286853+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Cytokinetics annual meeting approves all proposals including director exculpation amendments

## Summary
- Three Class I directors elected: Kaye (53.7M for), Wierenga (79.0M for), Wysenski (81.9M for).
- Director exculpation amendment approved (84.1M for, 2.2M against).
- Officer exculpation amendment approved (74.0M for, 12.3M against).
- Ratified Ernst & Young as independent auditor for FY2023 (88.9M for).
- Advisory vote on exec compensation approved (83.1M for); say-on-pay frequency set to 1 year (86.0M).

## SEC filing metadata
- accession: 0000950170-23-020843
- form_type: 8-K
- ticker: CYTK
- cik: 0001061983
- company_name: CYTOKINETICS INC
- filed_at: 2023-05-11T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1061983/000095017023020843/0000950170-23-020843-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1061983/000095017023020843/cytk-20230510.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-020843
- JSON: https://secwatch.observer/filing/0000950170-23-020843.json
- Plain text: https://secwatch.observer/filing/0000950170-23-020843.txt

## Key facts
- Shareholder Votes
  CYTOKINETICS INC shareholders approved Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation to Permit Director Exculpation at the 2023-05-10 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: The stockholders approved the Amendment to the Company’s Amended and Restated Certificate of Incorporation to permit director exculpation.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1061983/000095017023020843/0000950170-23-020843-index.htm
- Shareholder Votes
  CYTOKINETICS INC shareholders approved Ratification of Selection of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2023 at the 2023-05-10 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1061983/000095017023020843/0000950170-23-020843-index.htm
- Shareholder Votes
  CYTOKINETICS INC shareholders approved Election of Three Class I Directors at the 2023-05-10 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1061983/000095017023020843/0000950170-23-020843-index.htm
- Shareholder Votes
  CYTOKINETICS INC shareholders approved 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 at the 2023-05-10 meeting.
  - Proposal: charter amendment
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1061983/000095017023020843/0000950170-23-020843-index.htm
- Shareholder Votes
  CYTOKINETICS INC shareholders approved Advisory Vote on Executive Compensation at the 2023-05-10 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: 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.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1061983/000095017023020843/0000950170-23-020843-index.htm
- Shareholder Votes
  CYTOKINETICS INC shareholders approved Advisory Vote on Frequency of "Say on Pay" Proposal at the 2023-05-10 meeting.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2023-05-10
  source text: 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).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1061983/000095017023020843/0000950170-23-020843-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.