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. |
(d)
On September 13, 2024, the Board of Directors (the “Board”) of Kura Oncology, Inc. (the “Company”), upon recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Michael J. Vasconcelles, M.D. as (i) a Class III director of the Company, with a term of office expiring at the 2026 annual meeting of stockholders and (ii) a member of the Compensation Committee of the Board (the “Compensation Committee”). There are no arrangements or understandings between Dr. Vasconcelles and any other person pursuant to which he was selected as a director. In addition, there are no transactions in which Dr. Vasconcelles has an interest that would require disclosure under Item 404(a) of Regulation S-K.
Pursuant to the Company’s Amended and Restated Non-Employee Director Compensation Policy (the “Compensation Policy”), Dr. Vasconcelles (i) will receive an (a) annual cash retainer of $40,000 for service on the Board and (b) additional annual cash retainer of $7,500 for service as a member of the Compensation Committee, and (ii) was granted on the date of his appointment an option to purchase (a) 52,000 shares of the Company’s common stock, which vests annually over a three year period, and (b) 17,333 shares of the Company’s common stock, which vests in full on the one-year anniversary of the date of grant. The Compensation Policy also provides for further automatic annual option grants to purchase 26,000 shares of the Company’s common stock on the date of each annual meeting of stockholders, which vest in full on the one-year anniversary of the date of grant. Each of the option grants described above will vest in full in the event of a change in control (as defined in the Company’s Amended and Restated 2014 Equity Incentive Plan). The above referenced compensation is subject to the annual compensation limits for non-employee directors set forth in the Compensation Policy. Dr. Vasconcelles has also entered into the Company’s standard form of Indemnification Agreement.
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 hereunto duly authorized.
| Date: September 17, 2024 | KURA ONCOLOGY, INC. | |||||
| By: | /s/ Teresa Bair | |||||
| Teresa Bair | ||||||
| Chief Legal Officer | ||||||