UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On Friday, December 16, 2022, Zymeworks Inc. (the “Company”), held its 2022 annual meeting of stockholders (the “Annual Meeting”) at 9:00 a.m. Pacific Time, at the Cheakamus Room, Fairmont Waterfront, 900 Canada Place Way, Vancouver, BC V6C 3L5. As of the close of business on November 15, 2022, the record date for the Annual Meeting, there were 63,003,370 shares of common stock entitled to vote at the meeting and 1,424,533 exchangeable shares of Zymeworks ExchangeCo Ltd., a company existing under the laws of the Province of British Columbia and an indirect subsidiary of the Company (“ExchangeCo”), entitled to exercise voting rights at the meeting. 35,904,514 shares of common stock and 10,000 exchangeable shares were present in person or by proxy at the Annual Meeting, representing approximately 56.99% of the Company’s common stock and 0.70% of ExchangeCo’s exchangeable shares, and together representing 55.74% of the voting power of the capital stock of the Company, which constituted a quorum for the transaction of business.
Set forth below are the matters acted upon by the Company’s stockholders and holders of exchangeable shares (collectively, the “securityholders”) at the Annual Meeting, and the final voting results on each matter. Each of the proposals are described in further detail in the Company’s definitive proxy statement dated November 25, 2022, filed with the Securities and Exchange Commission on November 25, 2022.
Proposal 1 - Election of Directors
| 1. | The following nominees were elected as directors to serve until their term expires or until their successors are duly elected or appointed. |
| Nominee |
Votes For | % Votes For | Votes Withheld | % Votes Withheld |
Broker Non- Votes |
|||||||||||||||
| Troy M. Cox |
19,442,093 | 64.77 | % | 10,574,983 | 35.23 | % | 5,897,438 | |||||||||||||
| Kenneth Hillan |
21,670,332 | 72.19 | % | 8,346,744 | 27.81 | % | 5,897,438 | |||||||||||||
| Natalie Sacks |
21,752,839 | 72.47 | % | 8,264,237 | 27.53 | % | 5,897,438 | |||||||||||||
Proposal 2 - Advisory Vote on the Compensation of Named Executive Officers
| 2. | The securityholders approved on an advisory and non-binding basis the compensation of the Company’s named executive officers. There were 5,897,438 broker non-votes for this proposal. |
| Votes For |
%Votes For |
Votes Against |
% Votes Against |
Votes Abstaining |
%Votes | |||||
| 25,486,721 | 84.91% | 4,485,962 | 14.94% | 44,393 | 0.15% |
Proposal 3 - Ratification of Appointment of Auditor
| 3. | The securityholders ratified the appointment of KPMG LLP, chartered professional accountants, as the Company’s auditors for the year ending December 31, 2022. There were 0 broker non-votes for this proposal. |
| Votes For |
%Votes For |
Votes Against |
% Votes Against |
Votes Abstaining |
%Votes | |||||
| 35,682,260 | 99.36% | 177,422 | 0.49% | 54,832 | 0.15% |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ZYMEWORKS INC. | ||||||
| (Registrant) | ||||||
| Date: December 19, 2022 | By: | /s/ Chris Astle | ||||
| Name: Title: |
Chris Astle Senior Vice President and Chief Financial Officer | |||||
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