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|Item 5.02||Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers|
The Board of Directors (the “Board”) of Cytokinetics, Incorporated (the “Company”) has appointed, upon the recommendation of the Nominating and Governance Committee of the Board, Nancy Wysenski to fill a newly created and vacant Board seat and to serve as a member of the Board effective November 20, 2020 with an initial term expiring at the Company’s 2023 annual meeting of stockholders.
There are no arrangements or understandings between Ms. Wysenski and any other persons pursuant to which she was selected as a director of the Company. The Board has not appointed Ms. Wysenski to any Board committees at this time. The Board has determined that Ms. Wysenski is independent under the Company’s Corporate Governance Guidelines, applicable U.S. Securities and Exchange Commission (the “SEC”) requirements and Nasdaq listing standards. There is no transaction involving Ms. Wysenski that requires disclosure under Item 404(a) of Regulation S-K.
As of the Effective Date, Ms. Wysenski will participate in the Company’s non-employee director compensation arrangements, which are generally described under the heading “Director Compensation” in the Company’s Proxy Statement for its 2020 Annual Meeting of Stockholders as filed with the SEC on March 26, 2020. Under these arrangements, Ms. Wysenski will receive an annual retainer of $40,000 starting on the Effective Date, with payment pro-rated for any partial period of service. In addition, on the Effective Date, Ms. Wysenski received an option to purchase 35,000 shares of the Company’s common stock, which will vest monthly over three years, subject to her continuous service as a member of the Board. The Company also entered into its standard form of indemnification agreement with Ms. Wysenski.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Date: November 19, 2020||By:||/s/ Ching Jaw|
|Senior Vice President, Chief Financial Officer|