Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(b)
On June 3, 2021, Robert E. Hoffman tendered his resignation as a member of the
Board of Directors (the "Board") of Kura Oncology, Inc. (the "Company") and all
committees thereof, effective as of August 3, 2021 (the "Hoffman Resignation").
(c)
On June 3, 2021, the Board, upon recommendation of the Nominating and Corporate
Governance Committee of the Board, appointed Carol A. Schafer as (i) a Class II
director of the Company, with a term of office expiring at the 2022 annual
meeting of stockholders, (ii) a member of the Audit Committee of the Board (the
"Audit Committee") and (iii) contingent upon and effective as of the
effectiveness of the Hoffman Resignation, Chairperson of the Audit Committee.
There are no arrangements or understandings between Ms. Schafer and any other
person pursuant to which she was selected as a director. In addition, there are
no transactions in which Ms. Schafer 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"), Ms. Schafer (i) will receive an
(a) annual cash retainer of $40,000 for service on the Board, (b) additional
annual cash retainer of $7,500 for service as a member of the Audit Committee
and (c) additional annual cash retainer of $7,500 for service as Chairperson of
the Audit Committee, and (ii) was granted on the date of her appointment an
option to purchase 46,000 shares of the Company's common stock, which vests
annually over a three year period. 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). Ms. Schafer has also entered into the Company's standard form of
Indemnification Agreement.
The Company issued a press release announcing the appointment of Ms. Schafer, 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 June 4, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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