8-K
false 0001937653 0001937653 2024-10-15 2024-10-15

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 15, 2024

 

 

Zymeworks Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-41535   88-3099146
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

108 Patriot Drive, Suite A

Middletown, Delaware

  19709
(Address of principal executive offices)   (Zip Code)

(302) 274-8744

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, par value $0.00001 per share   ZYME   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 15, 2024, Mr. Hollings C. Renton submitted his resignation from the board of directors (the “Board”) of Zymeworks Inc. (the “Company”), including as chair and member of the Board’s compensation committee, effective December 10, 2024 (the date of the Company’s 2024 Annual General Meeting of Stockholders) (the “Effective Date”). Mr. Renton’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Item 8.01 Other Events.

In connection with Mr. Renton’s resignation and effective on the Effective Date, the Board (i) appointed Dr. Neil Gallagher, a current member of the Board, as a member of the Board’s compensation committee and (ii) appointed Dr. Susan Mahony, a current member of the Board and a member of the Board’s compensation committee, as chair of the Board’s compensation committee to replace Mr. Renton (collectively, the “Appointments”).

Following the effectiveness of the Appointments, the composition of the Board’s committees is as follows:

 

Audit Committee

 

Compensation Committee

 

Nominating and Corporate
Governance Committee

 

Research and Development
Committee

Carlos Campoy (Chair)

  Susan Mahony (Chair)   Derek Miller (Chair)   Kelvin Neu (Chair)

Troy M. Cox

  Nancy Davidson   Carlos Campoy   Alessandra Cesano

Derek Miller

  Neil Gallagher   Alessandra Cesano   Nancy Davidson
      Neil Gallagher

 

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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: October 18, 2024   By:  

/s/ Kenneth Galbraith

  Name:   Kenneth Galbraith
  Title:   Chair, President and Chief Executive Officer

 

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