--- schema_version: "secwatch.filing_event.v1" accession: "0000950170-24-061275" form_type: "8-K" ticker: "CYTK" cik: "0001061983" company_name: "CYTOKINETICS INC" filed_at: "2024-05-17T23:59:59+00:00" generated_at: "2026-06-01T14:25:39.155369+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.25 confidence: "high" source: SEC EDGAR --- # Cytokinetics director Smith resigns; stockholders approve 300K-share ESPP increase ## Summary - Sandford D. Smith resigned from the board effective before the 2024 annual meeting, not due to any disagreement. - Stockholders approved amendment to ESPP increasing authorized shares by 300,000 to total 1,159,879 shares. - Robert I. Blum and Robert A. Harrington elected as Class II directors for three-year terms. - Ernst & Young LLP ratified as independent auditor for 2024; say-on-pay proposal passed advisory vote. - Approximately 91.97% of eligible shares (96,181,650 votes) represented at the meeting, forming a quorum. ## SEC filing metadata - accession: 0000950170-24-061275 - form_type: 8-K - ticker: CYTK - cik: 0001061983 - company_name: CYTOKINETICS INC - filed_at: 2024-05-17T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.25 - confidence: high - sec_items: 5.02, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1061983/000095017024061275/0000950170-24-061275-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1061983/000095017024061275/cytk-20240515.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000950170-24-061275 - JSON: https://secwatch.observer/filing/0000950170-24-061275.json - Plain text: https://secwatch.observer/filing/0000950170-24-061275.txt ## Source-grounded claims - claim_id: 50c4892c53 claim: Sandford D. Smith resigned as Director at CYTOKINETICS INC. evidence_excerpt: On May 15, 2024, Sandford D. Smith notified Cytokinetics, Incorporated (the “Company”) of his resignation from the Board of Directors of the Company (the “Board of Directors”), with such resignation effective immediately before the 2024 annual meeting of stockholders of the Company held on May 15, 2024 (the “Annual Meeting”). evidence_url: https://www.sec.gov/Archives/edgar/data/1061983/000095017024061275/0000950170-24-061275-index.htm - claim_id: 23a54c37e0fc9223e2d8f4b0385ea972256260f0 claim: CYTOKINETICS INC shareholders approved Approval of the Amendment and Restatement of the Amended and Restated 2015 Employee Stock Purchase Plan to increase the number of shares authorized for issuance under such plan by 300,000 shares of common stock.. evidence_excerpt: Proposal 2: Approval of the Amendment and Restatement of the Amended and Restated 2015 Employee Stock Purchase Plan to increase the number of shares authorized for issuance under such plan by 300,000 shares of common stock. The stockholders approved the Amendment and Restatement of the Company's Amended and Restated 2015 Employee Stock Purchase Plan to increase the number of shares authorized for issuance under such plan by 300,000 shares of common stock. The votes were as follows: For Against Abstain Broker Non-Vote 88,586,473 481,098 464,524 6,649,555 evidence_url: https://www.sec.gov/Archives/edgar/data/1061983/000095017024061275/0000950170-24-061275-index.htm - claim_id: 71bd5ff0eeb9ed6369f5b0c61ccb56de1c471bab claim: CYTOKINETICS INC shareholders approved Election of Two Class II Directors. evidence_excerpt: Proposal 1: Election of Two Class II Directors The stockholders elected Robert I. Blum and Robert A. Harrington, M.D. as Class II 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 Robert I. Blum 87,317,169 2,214,926 6,649,555 Robert A. Harrington, M.D. 78,347,186 11,184,909 6,649,555 evidence_url: https://www.sec.gov/Archives/edgar/data/1061983/000095017024061275/0000950170-24-061275-index.htm - claim_id: a3fa0bcb4a7f6d274bbba30f3db55ecc3ab03866 claim: CYTOKINETICS INC shareholders approved Advisory Vote on Executive Compensation. evidence_excerpt: 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 2024 Proxy Statement. The votes were as follows: For Against Abstain Broker Non-Vote 85,814,395 2,927,007 790,693 6,649,555 evidence_url: https://www.sec.gov/Archives/edgar/data/1061983/000095017024061275/0000950170-24-061275-index.htm - claim_id: bb55d5420a0729e224349745cd2407a903645761 claim: CYTOKINETICS INC shareholders approved Ratification of Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024 at the 2024-12-31 meeting. evidence_excerpt: Proposal 3: Ratification of Appointment of Ernst & Young LLP as Our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2024 The stockholders ratified the appointment 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, 2024. The votes were as follows: For Against Abstain 95,957,265 97,750 126,635 evidence_url: https://www.sec.gov/Archives/edgar/data/1061983/000095017024061275/0000950170-24-061275-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.