Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d)
On July 28, 2021, 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 Helen Collins, M.D. as a Class II director of
the Company, with a term of office expiring at the 2022 annual meeting of
stockholders. There are no arrangements or understandings between Dr. Collins
and any other person pursuant to which she was selected as a director. In
addition, there are no transactions in which Dr. Collins 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. Collins (i) will receive an
annual cash retainer of $40,000 for service on the Board, and (ii) was granted
on the date of her appointment an option to purchase (a) 46,000 shares of the
Company's common stock, which vests annually over a three year period, and (b)
19,166 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 23,000 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). Dr. Collins has also entered into the Company's standard form of
Indemnification Agreement.
The Company issued a press release announcing the appointment of Dr. Collins, a
copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by
reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release dated July 29, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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