Kura Oncology (KURA) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 4, 2026, to be held virtually, with six key proposals up for shareholder vote, including director elections, auditor ratification, executive compensation, and amendments to equity and stock purchase plans.

• Shareholders of record as of April 6, 2026, are eligible to vote, with 88,762,704 shares outstanding.

• Voting can be conducted online, by phone, mail, or during the virtual meeting, with detailed procedures for both record and beneficial owners.

Voting matters and shareholder proposals

• Election of three Class III directors for three-year terms until 2029.

• Ratification of Ernst & Young LLP as independent auditor for fiscal 2026.

• Advisory vote on executive compensation (Say-on-Pay) and on the frequency of future Say-on-Pay votes, with the board recommending annual votes.

• Approval of amendments to the 2014 Equity Incentive Plan (adding 6.5M shares) and the 2015 Employee Stock Purchase Plan (adding 2.5M shares).

• Shareholder proposals for the 2027 meeting must be submitted by December 17, 2026.

Board of directors and corporate governance

• The board consists of eight members, with a majority deemed independent under Nasdaq standards.

• The CEO also serves as Chairman; a Lead Independent Director role is established to ensure independent oversight.

• Three standing committees: Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Directors possess diverse expertise in management, finance, drug development, commercialization, and public company service.

• Stockholder communications and a Code of Business Conduct and Ethics are in place.