UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(e)
Amendment to Amended and Restated 2014 Equity Incentive Plan
On September 26, 2022, our Board of Directors (the “Board”), upon the recommendation of the Compensation Committee of our Board (the “Compensation Committee”), approved the amendment of our Amended and Restated 2014 Equity Incentive Plan (the “Plan”), subject to approval by our stockholders at our 2023 Annual Meeting of Stockholders (the “2023 Annual Meeting”), to, among other things, increase the aggregate number of shares of our common stock (the “Common Stock”) that may be issued pursuant to Stock Awards (as defined in the Plan) by 1,459,800 shares (the “Plan Amendment”).
Performance-Based Restricted Stock Unit Grants
On September 26, 2022, the Compensation Committee approved the grant of performance-based restricted stock units (each, a “PSU”) under the Plan to our executive officers (other than Troy E. Wilson, Ph.D., J.D., our President and Chief Executive Officer) and, on September 26, 2022, the Board, based on the recommendation of the Compensation Committee, approved the grant of a PSU to Dr. Wilson, which PSUs are effective as of October 3, 2022 and contingent upon stockholder approval of the Plan Amendment at the 2023 Annual Meeting. The following table sets forth the number of shares of Common Stock underlying the PSU grants to our executive officers:
| Name |
Title | Shares of Common Stock Subject to PSU |
||||
| Troy E. Wilson, Ph.D., J.D. | Chairman, President and Chief Executive Officer | 547,500 | ||||
| Teresa Bair, J.D. | Chief Legal Officer and Secretary | 146,700 | ||||
| Stephen Dale, M.D. | Chief Medical Officer | 247,500 | ||||
| Kirsten Flowers | Chief Commercial Officer and Chief Corporate Strategy Officer | 146,700 | ||||
| Kathleen Ford | Chief Operating Officer | 146,700 | ||||
Each such PSU will vest as follows: 1/6th of the shares vest upon Board certification of approval by the U.S. Food and Drug Administration of a New Drug Application in the relapsed acute myeloid leukemia (“AML”) setting for ziftomenib (the “NDA Milestone”), 1/6th of the shares vest upon the one year anniversary of the NDA Milestone, 1/6th of the shares vest upon Board certification of the initiation of a registration-enabling trial of ziftomenib in combination with standard of care treatment in AML (the “Registration-Enabling Milestone”), 1/6th of the shares vest upon the one year anniversary of the Registration-Enabling Milestone, 1/6th of the shares vest upon Board certification of the initiation of a Phase 2 study of a proprietary farnesyl transferase inhibitor plus another targeted therapy (the “Phase 2 Milestone”) and 1/6th of the shares vest upon the one year anniversary of the Phase 2 Milestone, in each case subject to the respective executive officer’s continued service with us as of each such vesting date.
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.
| KURA ONCOLOGY, INC. | ||||||
| Date: September 29, 2022 | By: | /s/ Teresa Bair | ||||
| Teresa Bair | ||||||
| Chief Legal Officer | ||||||