Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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The following is a brief
description of each matter voted upon at the Annual Meeting, as well as the number of votes cast for or against each matter and the number of abstentions and broker
non-votes
with respect to each matter. Of
the 43,241,281 shares of the Companys common stock entitled to vote at the Annual Meeting, 38,927,533 shares of common stock, or 90.02%, of the total eligible votes to be cast, were represented at the Annual Meeting in person or by proxy,
constituting a quorum. A more complete description of each matter is set forth in the Companys definitive proxy statement for the Annual Meeting, which was filed with the Securities and Exchange Commission on March 31, 2017.
Proposal 1: Election of Directors
The stockholders elected L. Patrick Gage, Edward M. Kaye and Wendell Wierenga as Class I Directors, each to serve for a three-year term
and until their successors are duly elected and qualified. The voting for each director was as follows:
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Name
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For
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Withheld
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Broker Non-Vote
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L. Patrick Gage
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31,235,018
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143,950
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7,548,565
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Edward M. Kaye
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30,838,654
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540,314
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7,548,565
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Wendell Wierenga
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31,162,950
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216,018
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7,548,565
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Proposal 2: Ratification of Independent Registered Public Accounting Firm
The stockholders ratified the selection by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as the Companys
independent registered public accounting firm for the fiscal year ending December 31, 2017. The votes were as follows:
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For
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Against
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Abstain
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38,714,180
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172,993
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40,360
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Proposal 3: Approval of an amendment to the Amended and Restated 2004 Equity Incentive Plan to increase the number of
authorized shares reserved for issuance under the Amended and Restated 2004 Equity Incentive Plan.
The stockholders approved the
Amended and Restated 2004 Equity Incentive Plan to increase the number of authorized shares reserved for issuance under the Amended and Restated 2004 Equity Incentive Plan by 3,900,000 shares. The votes were as follows:
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For
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Against
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Abstain
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Broker
Non-Vote
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19,689,832
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7,562,216
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4,126,920
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7,548,565
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Proposal 4: Advisory Vote on Executive Compensation
The stockholders approved, on an advisory basis, the compensation of the named executive officers, as disclosed in the Companys Proxy
Statement for the 2017 Annual Meeting of Shareholders. The votes were as follows:
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For
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Against
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Abstain
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Broker
Non-Vote
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31,058,363
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282,247
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38,358
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7,548,565
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Proposal 5: Advisory Vote on Frequency of Say On Pay
The stockholders voted, on an advisory basis, that future advisory votes on executive compensation should be submitted to the stockholders
every year. The votes were as follows:
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Every three years
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Every two years
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Every year
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Abstain from voting
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Broker
Non-Vote
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7,547,820
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78,240
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23,732,163
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20,745
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7,548,565
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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 hereunto duly authorized.
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Cytokinetics, Incorporated
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May 19, 2017
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By:
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/s/ Peter S. Roddy
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Name:
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Peter S. Roddy
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Title:
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Senior Vice President, Chief Accounting Officer
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