Cytokinetics (CYTK) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 27, 2026, with four main proposals: election of three Class I directors, amendment to the 2015 Employee Stock Purchase Plan (ESPP), ratification of Ernst & Young as auditor, and advisory vote on executive compensation.

• Only stockholders of record as of March 31, 2026, are entitled to vote.

• Proxy materials and annual report are available online; voting can be done by mail, phone, or internet.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class I directors (Edward M. Kaye, Wendell Wierenga, Nancy J. Wysenski) for terms expiring in 2029.

• Proposal 2: Amendment to the 2015 ESPP to increase authorized shares by 1,000,000.

• Proposal 3: Ratification of Ernst & Young LLP as independent auditor for 2026.

• Proposal 4: Advisory vote on executive compensation (say-on-pay).

• Shareholder proposals and director nominations for the 2027 meeting must be received by December 15, 2026.

Board of directors and corporate governance

• Board consists of ten members with diverse backgrounds in pharma, finance, law, and commercialization.

• Board committees include Audit, Compensation, Governance, Compliance, Science & Technology, and Transactions, all with independent members.

• Board leadership is separated between CEO and Chairman; regular executive sessions held by independent directors.

• Corporate governance guidelines limit directors to five public company boards (three if CEO of another public company).

• Board regularly reviews CEO and executive succession plans.