Cytokinetics, Incorporated ($CYTK)

Welcome, ladies and gentlemen, to the Cytokinetics 2026 Annual Meeting of Stockholders. I'm Diane Weiser, Senior Vice President of Corporate Affairs. At this time, I would like to inform you that this meeting is being recorded and that all participants are in a listen-only mode. I will now turn the meeting over to John Henderson, the Chairman of Cytokinetics' Board of Directors. Please go ahead.

Many thanks, Diane. Welcome, ladies and gentlemen. I am John Henderson, Chairman of the Cytokinetics Board of Directors, and I welcome you to our 2026 Annual Meeting of Stockholders. The meeting is now call to order. Before proceeding to the formal business, let me introduce Robert Blum, the company's President and Chief Executive Officer. Robert will provide a review of our 2025 accomplishments and plans for 2026 after our formal proceedings. Further, I'm pleased to introduce the other members of the Cytokinetics Board of Directors who are here with us today: Muna Bhanji, Jim Daly, Robert Harrington, Ed Kaye, Bob Landry, Wendell Wierenga and then Nancy Wysenski. It's also my pleasure to introduce the other members of the company's corporate steering committee who are joining us in person today. Andrew Callos, Executive Vice President and Chief Commercial Officer; Isaac Ciechanover, Executive Vice President, Corporate Development and Chief Business Officer; Steve Cook, Senior Vice President, Global Supply Chain and Technical Operations; YulyMae DiNapoli, Senior Vice President, Human Resources; Jeff Hessekiel, Executive Vice President, Chief Legal and Administrative Officer; Sung Lee, Executive Vice President and Chief Financial Officer; Fady Malik, Executive Vice President, Research and Development; and Christine Murray, Senior Vice President, Global Regulatory Affairs. I also would like to introduce Dan Coleman of Ernst & Young LLP, the company's independent registered public accounting firm, and he is available to respond to appropriate questions. Now I would like to turn the meeting over to Jeff Hessekiel to conduct the formal business of today's meeting as set forth in your notice of annual meeting and proxy statement. After formal part of our meeting, Robert Blum will review the company's recent business activities.

Thank you very much, John. I have at this meeting a complete list of the stockholders of record of the company's capital stock on March 31, 2026, the record date of this meeting. I have proof by affidavit that the company's proxy statement, proxy card and annual report on Form 10-K were deposited in the United States Mail commencing on April 17, 2026, to all stockholders of record at the close of business on March 31, 2026. The affidavit, together with copies of the proxy statement, proxy card and annual report, will be filed with the minutes of the meeting. . In addition, Sung Lee, Executive Vice President, Chief Financial Officer, will serve as the Inspector of Election to carry out the duties set forth under the General Corporation Law of the State of Delaware. Mr. Lee has signed an oath of office as Inspector of Election. The oath of Inspector of Election will be filed with the minutes of the meeting. We have present in person and by proxy holders have a sufficient number of shares to constitute a quorum, so the meeting is duly constituted. We will vote by proxy and written ballot today. If you are a stockholder attending the meeting today in person and have turned in a proxy and do not intend to change your vote, then it is not necessary that you vote because we will count your votes as expressed in your proxy. Those attending stockholders present to the room today who did not turn in a proxy card or who wish to change your vote and have your proxy card with you, please raise your hand. Are there any additional proxies to be submitted at this time? Is there anyone present whether or not you already submitted a proxy, who now wants to vote in person? The polls are now open for voting this May 27, 2026 at 10:08 a.m. The polls will be closed to voting after we go through the matters to be voted on. We will first present the 5 proposals submitted for approval. Please save all questions related to the proposals after all of the proposals have been presented, after which we will announce the preliminary results of the voting. The first item of business is the election of directors. The following 3 directors are nominated by the Board of Directors as Class 1 directors of the company to serve until our 2029 Annual Meeting. Ed Kaye, Wendell Wierenga and Nancy Wysenski. The Board of Directors recommend that the stockholders vote For these 3 Class 1 nominees. The second item of business is the approval of the amendment and restatement of the company's amended and restated 2015 stock -- employee stock purchase plan to increase the number of authorized shares reserved for issuance thereunder by 1 million shares of common stock. The Board of Directors recommends that the stockholders vote For the approval of this proposal. The third item of business is the ratification of the selection by the Audit Committee of our independent auditors. The Audit Committee of the Board of Directors has selected Ernst & Young LLP to serve as our independent registered accounting firm for the fiscal year ending December 31, 2026. The Board of Directors recommends that the stockholders vote For the ratification of this selection. The fourth item of business is the advisory vote on the exited compensation of the company's named executive officers as described in our proxy statement for this annual meeting. The stockholders have been asked to vote on an advisory basis on the following resolution: resolved that the company's stockholders approve on an advisory basis the compensation of the named executive officers as determined under Regulation S-K and as otherwise disclosed in the company's proxy statement for the 2026 Annual Meeting of Stockholders pursuant to the compensation disclosure rules under the Exchange Act and Regulation S-K, including the compensation discussion and analysis, the related compensation tables and the narrative disclosure to those tables in the proxy statement. The Board of Directors recommends that the stockholders vote For the advisory proposal. We will now review if there are any questions about the aforementioned proposals before we close the polls. Any questions? If you have voted in today's meeting, would you please give your ballots to the Inspector of Election? That's all. It is now 11 minutes after 10 by my watch, and the polls for each matter to be voted on at this meeting are now closed. No additional ballots or votes and no changes or revocations to ballots or proxies will be accepted. At this time, I would like to report on the results of the preliminary voting as of the close of business yesterday. Regarding Proposal 1, the proposal to elect each of Ed Kaye, Wendell Wierenga and Nancy Wysenski. Ed Kaye received 104,508,714 votes for his election. 3,234,850 votes were withheld. There were 8,305,458 broker nonvotes. Wendell received 85,302,371 votes for his election, 22,441,193 votes were withheld. There were 8,305,458 broker nonvotes. Nancy Wysenski received 104,696,260 votes for her election. 3,047,304 votes were withheld. There were 8,305,458 broker nonvotes. Therefore, the proposal to elect each of Ed Kaye, Wendell Wierenga and Nancy Wysenski is approved, and each of them is hereby reelected. Regarding Proposal 2, the number -- the approval of the amendment and restatement of the company's amended and restated 2015 employee stock purchase plan to increase the number of authorized shares of common stock to be reserved for issuance thereunder by 1 million shares from 1,459,879 to 200,459.879 votes. In favor of the proposal were 107,130,372 million. Votes against the proposal were 260,746, and 352,446 votes were abstained, and there were 8,305,458 broker nonvotes. Therefore, the proposal is approved. Regarding Proposal 3, the ratification of the appointment of Ernst & Young LLP by the Audit Committee of our Board of Directors as the company's independent registered accounting firm for the fiscal year ended December 31, 2026, votes in favor of the proposal were 115,390,120. Votes against the proposal were 269,854, and 389,048 votes were abstained. Therefore, the proposal has been ratified. Regarding Proposal 4, the resolution concerning the advisory vote on the compensation of the named executive officers as determined under Regulation S-K and is otherwise directed in the company's proxy statement for the 2026 Annual Meeting of Stockholders. Votes in favor of the proposal were 103,992,469. Votes against the proposal were 300,017,487 billion, and 733,608 votes were obtained, and there were 8,305,458 broker nonvotes. Therefore, the proposal is approved. This concludes the formal business of the meeting, and we would now like to begin our report to stockholders. The meeting has now concluded. The following discussion and presentation contain forward-looking statements under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Our actual results might differ materially from these projected in the statements. Factors that could cause our actual results to differ materially are contained in our SEC filings, including our most recent annual report on Form 10-K, quarterly report on Form 10-Q and current reports on Form 8-K. Copies of these documents may be obtained from the SEC or by visiting the Investor Relations section of our website. These forward-looking statements speak only as of today. You should not rely on them as representing our views in the future, and we undertake no obligation to update these statements. I will now turn the meeting over to Robert Blum, our President and Chief Executive Officer.

Thank you, Jeff. I'm pleased to be addressing you today at Cytokinetics' 22nd Annual Meeting of Stockholders. Thank you to those who are here with us in the room, in-person and to those listening online. As reflected in our annual shareholder letter, 2025 represented a major inflection point for our company and a culmination of years of disciplined research in muscle biology and dedication to translating that pioneering science into medicine for patients. . 2025 was the year that we received our first FDA approval for MYQORZO for adults with symptomatic obstructive hypertrophic cardiomyopathy or oHCM. MYQORZO was also approved in China in 2025 and in Europe in early 2026, positioning us for commercial launches in key geographies around the world. This wasn't an achievement that relied on years of R&D rigor, operational planning and readiness and thoughtful fiscal management. To meet the moment, we scaled our company in size and in capabilities to enable the U.S. launch of MYQORZO promptly following receipt of FDA approval. And now in 2026, we have launched MYQORZO for patients with oHCM in the U.S., and we expect to launch in Germany as our first European launch in this second quarter. While it's still early, our initial commercial launch is exceeding our internal expectations, and we believe this initial momentum builds a strong foundation for longer-term commercial successes. In 2025, we also continue to advance our pipeline of muscle-directed therapies. Among those achievements, we presented the primary results from MAPLE-HCM, the Phase III clinical trial evaluating aficamten and monotherapy compared to metoprolol in patients with oHCM and with simultaneous publication in the New England [ Bernal ] Medicine. This landmark trial demonstrated that aficamten improved exercise capacity while metoprolol showed a detrimental effect challenging a long-standing treatment paradigm in HCM. And and marking an important milestone and turning point in how this disease may ultimately be treated in the future. We also made progress in non-obstructive HCM or nHCM, which represents approximately half of the entire population of people with HCM. In 2025, we completed enrollment in ACACIA-HCM, the pivotal Phase III clinical trial of aficamten in nHCM. And more recently, earlier this month, we shared positive top line results from ACACIA-HCM, demonstrating statistically significant improvements from baseline to week 36 in both dual primary endpoints of KCCQ, Clinical Summary Score as well as peak VO2, both compared to placebo. While HCM is the anchor of our emerging specialty cardiology franchise, we also continued our later-stage development programs in heart failure. We continue enrollment in conduct of both COMET-HF, the Phase III clinical trial of [indiscernible] in patients with heart failure with severely reduced ejection fraction and AMBER-HFpEF, the Phase II clinical trial of ulicamten in patients with heart failure and preserved ejection fraction. Both of these clinical stage programs represent potential opportunities to extend our expertise in muscle biology to diseases of impaired contractility and to build a robust cardiovascular franchise designed to ensure sustainable growth as well as longer-term shareholder value. In 2025, we maintained a strong financial foundation and flexibility in accessing additional capital, which set us up well as we started this year. Recently, we also completed a public offering that netted us an additional approximately $760 million on our balance sheet, to support the launch of MYQORZO and the continued advancement of our pipeline and ongoing R&D. Now in 2026, we're proud to be building on this momentum as a global commercial company and can make an impact for patients and to deliver value for all stakeholders, including our shareholders. In the corporate presentation that will follow, I plan to share some highlights of the progress we achieved in 2025 and as well as more recent activities related to our commercial launch of MYQORZO and our ongoing later-stage development programs. I'll now begin my update on the company and we will be making a presentation that you can find on our website. With that, I'll be making some forward-looking statements. You heard from Jeff earlier about caveats to those statements, and again, we do not undertake obligation to make updates, but instead refer you to our SEC filings. As you can see on this Slide #3, Cytokinetics' mission, a mission that's been steadfast to our convictions since we formed this company over 20, 25 years ago, is to bring forward new medicines to improve the health span of people with devastating cardiovascular and neuromuscular diseases associated with muscle weakness and impaired muscle function. That hasn't changed. And as we evolve and mature the company that remains a mainstay of our convictions. But now we're in the advantaged situation to be a commercial enterprise, and with the recent approvals and launches of MYQORZO, aficamten, now available, we have our first commercial programs with the FDA approval of MYQORZO for the treatment of adults with symptomatic oHCM. We're very pleased and proud of this progression. It comes on the heels of a continued advancement of our pipeline. You see here on Slide #5. And while my MYQORZO with oHCM represents a major achievement for Cytokinetics and with commercialization underway, we never lose sight of our ongoing obligation to continue to innovate and to maintain commitment to research and development and to be enabling the advancement of aficamten in other indications, including expanded label around nHCM built around ACACIA results, but also as we think about CEDAR for pediatric patients ongoing. And that builds a bridge to the way we think about our franchise and specialty cardiology with myosin modulation being a cornerstone in a hallmark to the emerging specialty cardiology franchise, [indiscernible] in COMET-HF advancing in a confirmatory Phase III study. And ulicamten and AMBER-HFpEF advancing in Phase II, towards potential indication associated with heart failure and preserved ejection fraction. And the hits keep coming as we look beyond or myosin modulators to CK-089 now in Phase I, advancing in healthy volunteers as we consider what could be skeletal troponin activation as another beginnings to a vertical in neuromuscular disease and more in research underneath the hood, so to speak. Cytokinetics has been built on R&D innovation. Science is in our soul, and that continues to be intentional and planning for the company as we consider how we advance the business beyond my MYQORZO. But MYQORZO, as depicted on this Slide #6, is approved and is indicated for oHCM and the launch in the United States and soon in Europe is encouraging for what may be prospects for all of our stakeholders. Here, you see in snapshot how we're advancing aficamten, a head of and and with strong financial backing. At the end of Q1, we reported cash and cash equivalents of approximately $1.1 billion. We added to that with a significantly large financing more recently, gross proceeds over $800 million; net proceeds, approximately, $760 million. So we proceed this year with a very strong balance sheet but still very disciplined to how we think about research and development and commercial expansion. All of this is guided by our Vision 2030. You've seen it before, and it continues to echo through our laboratories and elsewhere within the company. Our Vision 2030 is determined by these pillars: innovation, ignition, impact, inspiration and ingenuity. It's not enough that we advance MYQORZO for patients with oHCM but we aspire to be advancing at least 2 approved products across 3 indications, hopefully, as well as more and with at least 10 NMEs, new molecular entities, in our advancing pipeline. To get there will require us to continue to do the kinds of innovation that's been a hallmark of our success. It's not enough that we advanced development programs to commercialization, but that we ensure that those products are available for patients, not just in the United States, but globally, and we have ambition to ensure that we are reaching at least 100,000 patients across 15 countries throughout North America and Europe on our own and through partners, in Japan, China and rest of world, and that these patients are benefited not just by having access to affordable medicines, but that we play a role in equitable access to our medicines. We're inspired by those patient communities. We want to continue to maintain them as patients, as our North Star and that we maintain ingenuity in all of the things that we commit to. So as we look to the future, Cytokinetics and its product portfolio looks like this, Slide #8. We expect what will be able to achieve, all things considered, including risks, is that we manage to the development and commercialization of products associated with multiple launches as depicted here across our emerging specialty cardiology franchise. Let's dig a little bit deeper into each of these programs, starting with MYQORZO or aficamten. And as you hopefully may remember, MYQORZO inhibits cardiac myosin motor activity, suppressing the hypercontractility associated with hypertrophic cardiomyopathy. We believe that this represents an opportunity, not just in oHCM as currently approved in the U.S. and Europe, but also hopefully nHCM. And recent claims, diagnosis and analysis would suggest that the market opportunity is split roughly equally between those 2 populations. How do we get there? We get there by being initially focused to those high-volume cardiac myosin inhibitor prescribers. We call them velocity accounts, roughly 700 physicians and their offices responsible for about 80% of the volume of cardiac myosin inhibitors to date. Through just the first 9 weeks of commercialization, about 90% of them were detailed by our [ CAS ] colleagues, our sales force. But it's not enough that we focus strictly to where the business is. We also need to ensure that we play a key role in category growth and expansion to those roughly 2,000 CMI prescribers that represent the next 20% of prescriptions as well as roughly 8,000 nonusers of CMIs currently, but who treat HCM, and we believe aficamten or MYQORZO represents a key innovation as could unlock the potential for growth there. And as reported in Q1, 9 weeks, we saw about 40% of those and already are seeing prescriptions coming from unlocking value in those tiers of this onion. So I do believe our commercial strategy, driven by our sales force is achieving and reaching the potential customers that will make a difference for these patients. As we think about key launch drivers to achieve high share in growth we maintain discipline to those metrics or KPIs as depicted on this Slide #13. It speaks to how we can communicate what is, we believe, next-in-class properties for aficamten, MYQORZO. And we do believe, as lifted here, innovation can be our ticket to what may ultimately be category leadership. That also comes hand-in-hand with ensuring market access. And here, you can see in Q1, our payer mix dominated by Medicare but with substantial commercial presence. And as you can see here, through the progression of quarters, we expect to be achieving by the end of the year, parity access amongst commercial accounts. And already, we're making a big dent in these opportunities. In Q2, we hope we may achieve nearly 90% coverage of Medicare lives, and as you can see, in Q3, 50% of commercial lives covered. These are our goals from a market access standpoint to make impact for MYQORZO. Also metrics associated with breadth and depth of prescribing. Here you can see how we're measuring that, both with respect to a number of HCPs, the volume of their prescriptions and also the volume of patients outside of core accounts. We're already off to an excellent start. And in just first 9 weeks, you can see some of those metrics [indiscernible] Slide 16. 275 prescribers of MYQORZO as of March 31. And as you can see, also as of March 31, that represents about penetration into 50% of those high-volume accounts I mentioned. Those high-volume accounts already accounting for average 2.6 prescriptions written. But also, please note that as of April, we're seeing growth in the numbers of prescribers, and we're seeing growth in the numbers of REMS-certified healthcare professionals as well as coming out of March 31, already, we were seeing escape velocity of roughly 30% new-to-brand prescriptions. These are encouraging metrics for first coming out of the gate. Similarly, with regard to patients, 680 patients prescribed to MYQORZO as of March 31, and those numbers are climbing in this second quarter. We're very pleased with the performance, especially given how we're going so quickly from prescribing to dispensing to reimbursement and exceeding some of our internal expectations for how quickly that can occur. And it's not happening only in the United States. Our partners are making good progress in China and Japan. We're seeking and expecting, hopefully, regulatory approvals in Canada and Switzerland. And as mentioned, we're going to be launching in Europe in this quarter. Our first country expected to be Germany coming very soon. All of this is meant to say that based on what we already have with SEQUOIA-HCM is establishing a strong commercial footprint, but that will hopefully expand with incorporation of both MAPLE and ACACIA data as we hope may result in expanded label and in the case of ACACIA, a new indication. ACACIA was presented in top line press release very recently. Here's the study designed, I won't go into it in detail. But keep in mind, it enrolled over 500 patients with symptomatic nHCM, and we studied them out to 36 weeks as well as during a washout period, and then they roll into open-label extension. Primary endpoint -- a dual primary end point of KCCQ and peak VO2. And as reported by top line press release, the results here, we hit on both dual primary endpoints. Please keep in mind, these are patients who do not have an approved therapy. There is a high unmet need. And what we've seen is aficamten relative to standard of care showed improvements in symptoms and exercise stamina. With highly statistically significant findings and consistent over time, as you can see depicted in this graph for KCCQ on the left, we believe that these are encouraging, persuasive and compelling results, and we're looking forward to the full presentation of data as may accompany a concurrent publication hopefully as soon as late August. We believe that these efficacy results were nicely accompanied by good and safe, favorable tolerability and safety beta as also top line here. We believe this is consistent with what's already known about aficamten in the oHCM population. And I'll highlight here that while there were 2 participants who had a serious AE of heart failure associated with a lower ejection fraction, we believe that, that was well managed by down titration or dose interruption. And one of those patients continued on therapy even into the open-label extension. But as you can see, with regard to overall, left ventricular ejection fraction excursions, AEs, SAEs, treatment interruptions, we believe these data are consistent with what was already known for aficamten. So ACACIA, added to MAPLE, added to SEQUOIA and other ongoing data from FOREST, we believe, presents for a compelling evidence to support not only the existing commercialization and oHCM but hopefully potential expansion to nHCM. And that, we believe, opens the door to the franchise we've been talking about for quite some time. The next one up would be omecamtiv, now in Phase III COMET-HF enrolling quite nicely. And here you see that design. Please keep in mind, COMET is intended to follow behind already a positive Phase III study called GALACTIC that showed an effect on these same endpoints in a Phase III population of heart failure with reduced ejection fraction. But where admittedly, the results were more modest over the larger heterogenous population studied in that global study. And we've now committed and are enrolling a population more severely ill with lower ejection fraction as the GALACTIC data informed those patients did approximately twice as well as the others in GALACTIC. And therefore, we believe with this smaller, more focused study, we can generate confirmatory evidence, perhaps even amplify the results seen in GALACTIC, as could be supportive of potential registration. This study is enrolling nicely. We recently expanded its enrollment to include China as well as ongoing North America and Europe. And who are we targeting with this study? We're targeting those more severely ill heart failure with reduced ejection fraction patients who currently are not benefiting from standard-of-care. These are patients who are often frequent flyers in hospitals and who do not have good conventional medicines, and we do believe the data underscore the potential for the treatment of these patients, which could represent many hundreds of thousands in the United States and also in Europe, who could benefit from a drug candidate whose mechanism of action is unique to those in the standard-of-care and our designed to improve contractility, enhance systolic function for those with severely impaired contractility. Ulocomten is the other side of that same equation of heart failure. There are patients with heart failure and preserved ejection fraction who we believe resemble in many respects patients with non-obstructive HCM. They are large in number with a high unmet need, especially those whose disease is not anchored in metabolic syndromes, but rather the hypercontractility associated with heart failure and preserved ejection fraction. So a subset of patients depicted on this, Slide 27, who we do believe could benefit from a cardiac myosin inhibitor, a cousin, if you will, of aficampton called ulocomten. So we're currently studying ulocomten in AMBER-HFpEF. And here, you see the design of that ongoing Phase II study. We recently announced the expansion of cohort 1 to study more patients on ulocomten as we peer into the possibility of progression to later-stage study Phase III. So the study is also currently enrolling. So we're really pleased with the progress we're making, not just in commercialization, but with our R&D pipeline. I've highlighted those 2 later-stage programs, suffice it to say, we're also advancing in earlier-stage clinical and nonclinical programs as we continue to invest in pipeline for future growth prospects. All of that is occurring along side of a strong balance sheet. Here you see depicted how we communicated with our Q1 earnings call that we ended March 31 with $1.1 billion on the balance sheet and with access to additional capital given deals we have done previously, but where those are at our option to pull down on tranches of debt loans from Royalty Pharma. In the meantime, we've also added to the balance sheet by doing an equity offering earlier this month and netting $660 million, added to that $1.1 billion, consider pro forma approximately $1.8 billion as we entered Q2. And as we are continuing to advance pipeline and business prospects. So we recently had with our Q1 earnings call, an opportunity to reaffirm guidance for the year. You see it depicted on this Slide 31. And here, you see both GAAP and noncash-based compensation expenses. And as we foresee, we're in a good position not only with respect to current capital, but how we're thinking about allocating capital to ensure we deliver on important prospects for ambition. So in summary, here are our 2026 milestones, you see them much as we depicted them in our press release. We continue to want to ensure that we're seeking expanded label for aficamten as we now engage FDA around both the supplemental NDA accepted for filing for MAPLE but also as we'll meet with FDA and hopefully be submitting a supplemental NDA based on the ACACIA results and at the same time, continuing to execute on U.S. commercial launch ongoing and soon in Germany in Q2. Those are the most important milestones and continuing activities in CEDAR, in COMET and in AMBER-HFpEF. So with that, I'll conclude my initial comments and open up today's meeting for any questions as there may be here in the room. Seeing none, hearing none, I want to thank you all. I want to thank you for your continued support of our company. I want to thank you for your continued interest in our prospects, plans and progress. We look forward to updating you in successive quarters. Thank you for all that you do aligned to our vision for Cytokinetics. And with that, I'm going to turn it back over to John Henderson, please.

Thank you very much, indeed, Robert, for the update on the tremendous progress Cytokinetics has made in the last year as well more recently. I think it's clear that 2025 was a transformational year for the company as Cytokinetics as a global commercial biopharmaceutical company. With the launch MYQORZO underway in the U.S. and expected soon in Europe, a strong pipeline of later-stage programs in adjacent cardiovascular indications and an ongoing R&D engine, the company is delivering on its Vision 2030 to be the leading muscle focused specialty biopharmaceutical company, intend meaningfully improving the lives of patients through global access to innovative pensions. I want to thank all of those who participated today in this stockholder meeting, and I now declare the meeting adjourned. Thank you very much, everyone.