UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On April 7, 2024, our Board of Directors (the “Board”), upon the recommendation of the Compensation Committee of the Board, amended the Kura Oncology, Inc. Amended and Restated 2014 Equity Incentive Plan (the “2014 Plan”), subject to stockholder approval, to, among other things, increase the number of shares of our common stock authorized for issuance under the 2014 Plan by 5,500,000 shares (the “Amended 2014 Plan”). On June 5, 2024, our stockholders approved the Amended 2014 Plan.
A complete copy of the Amended 2014 Plan is filed herewith as Exhibit 99.1. The above summary of the Amended 2014 Plan does not purport to be complete and is qualified in its entirety by reference to such exhibit.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 5, 2024, we held our Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 8, 2024, the record date for the Annual Meeting, there were 76,180,620 shares of common stock outstanding, of which 69,762,653 shares of common stock were present virtually or represented by proxy at the Annual Meeting.
At the Annual Meeting, stockholders:
(1) elected Troy E. Wilson, Ph.D., J.D. and Faheem Hasnain as Class I directors to hold office until our 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal;
(2) ratified the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;
(3) approved, on an advisory basis, the compensation paid to our named executive officers as disclosed in the proxy statement; and
(4) approved our Amended 2014 Plan as disclosed in the proxy statement.
The following sets forth detailed information regarding the final results of the voting for the Annual Meeting (with any fractional share amounts rounded to the nearest whole number):
Proposal 1. Election of Directors
Name of Director Elected |
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For |
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Withheld |
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Broker Non-Votes |
Troy E. Wilson, Ph.D., J.D. |
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59,332,182 |
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7,740,382 |
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2,690,089 |
Faheem Hasnain |
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59,745,514 |
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7,327,050 |
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2,690,089 |
Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm
For |
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Against |
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Abstain |
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Broker Non-Votes |
69,596,811 |
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56,740 |
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109,102 |
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— |
Proposal 3. Advisory Vote on Executive Compensation
For |
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Against |
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Abstain |
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Broker Non-Votes |
61,538,693 |
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5,449,767 |
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111,285 |
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2,662,908 |
Proposal 4. Approval of our Amended 2014 Plan
For |
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Against |
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Abstain |
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Broker Non-Votes |
53,621,818 |
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11,993,394 |
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1,484,533 |
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2,662,908 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
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Description |
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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KURA ONCOLOGY, INC. |
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Date: June 7, 2024 |
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By: |
/s/ Teresa Bair |
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Teresa Bair |
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Chief Legal Officer |