UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 17, 2021

CYTOKINETICS, INCORPORATED

(Exact Name of Registrant as Specified in Charter)

(650) 624-3000

(Registrant’s telephone number, including area code)

Not Applicable

(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. ☐

On February 17, 2021 (the “Effective Date”), the Board of Directors (the “Board”) of Cytokinetics, Incorporated (the “Company”) appointed, upon the recommendation of the Nominating and Governance Committee of the Board, Muna Bhanji to fill the newly created and vacant Board seat and to serve as a member of the Board with an initial term expiring at the Company’s 2022 annual meeting of stockholders.

There are no arrangements or understandings between Ms. Bhanji and any other persons pursuant to which she was selected as a director of the Company. The Board has determined that Ms. Bhanji 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. Bhanji that requires disclosure under Item 404(a) of Regulation S-K.

As of the Effective Date, Ms. Bhanji 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. Bhanji 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. Bhanji 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. Bhanji.

SIGNATURE

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.