SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Rule 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 8, 2018
Zymeworks Inc.
(Exact name of registrant as specified in its charter)
| British Columbia, Canada | 001-38068 | 47-2569713 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| Suite 540, 1385 West 8th Avenue, Vancouver, British Columbia, Canada | V6H 3V9 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(604) 678-1388
(Registrant’s telephone number, including area code)
Not Applicable
(Former name of 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)) |
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 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
On June 7, 2018, Zymeworks Inc. (the “Company”), held its 2018 annual and special meeting of shareholders (the “Annual Meeting”). A total of 97 of the holders of the Company’s common shares were present or represented by proxy at the meeting, representing approximately 69.41% of the Company’s 25,464,460 common shares that were outstanding and entitled to vote at the meeting as of the record date of April 20, 2018. Set forth below are the matters acted upon by the Company’s shareholders 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 management proxy circular dated May 2, 2018 (the “Circular”), furnished to the Securities and Exchange Commission as exhibit 99.1 to the Company’s Form 8-K dated May 16, 2018.
Proposal 1
| 1. | The shareholders voted by way of ballot and the following nominees were elected as directors to serve until immediately before the election of directors at the next annual meeting of shareholders or until their successors are duly elected or appointed. There were 5,633,471 broker non-votes for this proposal. |
| Nominee | Votes For | % Votes For | Votes Withheld | % Votes Withheld | ||||
| Dr. Ali Tehrani |
11,899,212 | 98.82 | 141,178 | 1.18 | ||||
| Nick Bedford |
11,899,174 | 98.82 | 141,756 | 1.18 |
Proposal 2
| 2. | The shareholders voted by way of ballot and KPMG LLP, Chartered Professional Accountants, were reappointed as auditors of the Company until the close of the next annual general meeting of shareholders and the directors were authorized to determine their remuneration. |
| Votes For | % Votes For | Votes Withheld | % Votes Withheld | |||
| 17,624,971 |
99.72 | 49,430 | 0.28 |
Proposal 3
| 3. | The shareholders voted by way of ballot and approved the proposed amendments to the Company’s stock option plan, as more particularly described in the Circular. There were 5,633,471 broker non-votes for this proposal. |
| Votes For | % Votes For | Votes Against | % Votes Against | |||
| 10,333,495 |
85.82 | 1,707,435 | 14.18 |
Proposal 4
| 4. | The shareholders voted by way of ballot and approved the proposed amendments to the Company’s employee stock purchase plan, as more particularly described in the Circular. There were 5,633,471 broker non-votes for this proposal. |
| Votes For | % Votes For | Votes Against | % Votes Against | |||
| 11,901,972 |
98.85 | 138,958 | 1.15 |
A report outlining the voting results described above is filed as exhibit 99.1 hereto.
| ITEM 8.01 | OTHER EVENTS |
On June 7, 2018, Zymeworks issued a press release announcing the voting results of its Annual Meeting, which was filed with the Canadian securities regulatory authorities in Canada on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com. A copy of this press release is respectively filed as exhibit 99.2 hereto.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
|
Exhibit No. |
Description | |
| 99.1 | Report on Voting Results | |
| 99.2 | Press Release issued by Zymeworks Inc. on June 7, 2018. | |
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: June 8, 2018 |
By: |
/s/ Neil Klompas | ||||
| Name: Title: |
Neil Klompas Chief Financial Officer | |||||
Exhibit 99.1
ZYMEWORKS INC.
(the “Company”)
Annual General and Special Meeting of Shareholders
June 7, 2018
REPORT OF VOTING RESULTS
Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations
| Common Shares represented at the Meeting: |
17,674,401 | |
| Total issued and outstanding Common Shares as at record date: |
25,464,460 | |
| Percentage of issued and outstanding Common Shares represented: |
69.41% |
Business of the Meeting
| 1. | The Shareholders voted by way of ballot and the following nominees were elected as Directors to serve until immediately before the election of Directors at the next annual meeting of Shareholders or until their successors are duly elected or appointed. |
| Nominee | Votes For | % Votes For | Votes Withheld | % Votes Withheld | ||||
| Dr. Ali Tehrani |
11,899,212 | 98.82% | 141,718 | 1.18% | ||||
| Nick Bedford |
11,899,174 | 98.82% | 141,718 | 1.18% |
| 2. | The Shareholders voted by way of ballot and KPMG LLP, Chartered Professional Accountants, were reappointed as Auditors of the Company until the close of the next annual general meeting of Shareholders and the Directors were authorized to determine their remuneration. |
| Votes For | % Votes For | Votes Withheld | % Votes Withheld | |||
| 17,624,971 |
99.72% | 49,430 | 0.28% |
| 3. | The Shareholders voted by way of ballot and approved the proposed amendments to the Company’s stock option plan, as more particularly described in the Management Information Circular dated May 2, 2018 (the “Circular”). |
| Votes For | % Votes For | Votes Against | % Votes Against | |||
| 10,333,495 |
85.82% | 1,707,435 | 14.18% |
| 4. | The Shareholders voted by way of ballot and approved the proposed amendments to the Company’s employee stock purchase plan, as more particularly described in the Circular. |
| Votes For | % Votes For | Votes Against | % Votes Against | |||
| 11,901,972 |
98.85% | 138,958 | 1.15% |
The final scrutineer’s report is attached to this report as Exhibit A.
No other business was voted upon at the Meeting.
Dated: June 7, 2018
Exhibit A
Please see attached.
ZYMEWORKS INC.
ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
HELD ON JUNE 7, 2018
PREPARED BY
COMPUTERSHARE INVESTOR SERVICES INC.
VANCOUVER
ZYMEWORKS INC.
ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
HELD ON JUNE 7, 2018
FINAL SCRUTINEERS’ REPORT
| 4 |
SHAREHOLDERS IN PERSON, REPRESENTING | 114,030 | SHARES | |||||||
|
93 |
SHAREHOLDERS BY PROXY, REPRESENTING | 17,560,371 | SHARES | |||||||
|
97 |
TOTAL SHAREHOLDERS, HOLDING | 17,674,401 | SHARES | |||||||
| TOTAL ISSUED AND OUTSTANDING AS AT RECORD DATE: | 25,464,460 | |||||||||
| PERCENTAGE OF OUTSTANDING SHARES | ||||||||||
| REPRESENTED AT THE MEETING: | 69.41 | % | ||||||||
|
|
| |
|
ANITA BASI SCRUTINEER |
DAVID CAVASIN SCRUTINEER |
The figures reported by Computershare in its capacity as Scrutineer represent our tabulation of proxies returned to us by registered securityholders and, if Computershare has mailed voting instruction forms (VIFs) directly to non-objecting beneficial owners (NOBOs) on behalf of the issuer, VIFs returned directly to us by NOBOs, combined with cumulative reports of beneficial holder voting compiled and submitted by one or more third parties. As such, Computershare is only responsible for, and warrants the accuracy of our own tabulation of proxies and VIFs. Computershare is not responsible for and does not warrant the accuracy of the cumulative reports of beneficial holder voting submitted by any third party.
If Computershare has mailed voting instruction forms directly to NOBOs on behalf of the issuer, these have been distributed on the basis of electronic files received by Computershare from intermediaries or their agents. Although Computershare reconciles these records to the Form 54-101F4 Omnibus Proxy delivered to us as required under National Instrument 54-101, in some cases insufficient securities may be held within Intermediary positions at The Canadian Depository for Securities, Limited as at record date to support all securities represented. In these cases, if the situation cannot be rectified, over voting rules are applied as directed by the Chair.
Upon receipt of any cumulative reports of beneficial holder voting compiled and submitted by one or more third parties, Computershare reviews the total votes received for each intermediary and reconciles the number to the position available to the intermediary on any omnibus proxy or supplemental omnibus proxy received. In the event the intermediary’s position is insufficient to allow for the tabulation of the entire vote, Computershare may, but shall not be required to, take steps to rectify the situation. In the event the situation is not rectified, over voting rules are applied as directed by the Chair.
Acting on the direction of the Chair of the meeting, Computershare may have included in our reports, the details of beneficial holders attending in person, whose ownership or previous voting status we cannot confirm or verify but whose identity may be supported by documentation, such as a VIF issued by a third party. In such cases, Computershare makes no warranty or representation as to the accuracy of the numbers included as a result of the direction from the Chair, and assumes no liability or responsibility whatsoever for their inclusion in our report as Scrutineer.
ZYMEWORKS INC.
ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
HELD ON JUNE 7, 2018
REPORT ON PROXIES
| NUMBER OF SHARES | PERCENTAGE OF VOTES CAST |
|||||||||||||||||||||||||||||||
| MOTIONS |
FOR | AGAINST | WITHHELD/ ABSTAIN |
SPOILED | NON VOTE | FOR | AGAINST | WITHHELD/ ABSTAIN |
||||||||||||||||||||||||
| ALI TEHRANI |
11,785,182 | 0 | 141,718 | 0 | 5,633,471 | 98.81 | % | 0.00 | % | 1.19 | % | |||||||||||||||||||||
| NICK BEDFORD |
11,785,144 | 0 | 141,756 | 0 | 5,633,471 | 98.81 | % | 0.00 | % | 1.19 | % | |||||||||||||||||||||
| APPOINTMENT OF AUDITORS |
17,510,941 | 0 | 49,430 | 0 | 0 | 99.72 | % | 0.00 | % | 0.28 | % | |||||||||||||||||||||
| AMENDMENT AND RESTATEMENT OF STOCK OPTION PLAN |
10,219,465 | 1,707,435 | 0 | 0 | 5,633,471 | 85.68 | % | 14.32 | % | 0.00 | % | |||||||||||||||||||||
| AMENDMENT AND RESTATEMENT OF EMPLOYEE STOCK PURCHASE PLAN |
11,787,942 | 138,958 | 0 | 0 | 5,633,471 | 98.83 | % | 1.17 | % | 0.00 | % | |||||||||||||||||||||
ZYMEWORKS INC.
ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
HELD ON JUNE 7, 2018
LIST OF SHAREHOLDERS ATTENDING IN PERSON
| NAME |
SHARES VOTED IN PERSON |
SHARES VOTED BY PROXY |
||||||||||
| MARY A BERTRAM |
43,107 | 0 | (APPOINTMENT | ) | ||||||||
| T GEOFFREY BERTRAM |
21,553 | 0 | (APPOINTMENT | ) | ||||||||
| RYAN DERCHO |
49,054 | 0 | ||||||||||
| MATTHEW BASSETT |
0 | 611 | ||||||||||
| ALI TEHRANI |
0 | 256,009 | ||||||||||
| IGOR WIDLINSKI |
0 | 2,511 | ||||||||||
| 316 | 0 | |||||||||||
|
|
|
|
|
|||||||||
| TOTAL |
114,030 | 259,131 | ||||||||||
| TOTAL APPOINTEES AT MEETING: |
2 | |||||||||||
| TOTAL SHAREHOLDERS VOTED IN PERSON: |
4 | |||||||||||
| TOTAL SHAREHOLDERS IN ATTENDANCE: |
6 | |||||||||||
ZYMEWORKS INC.
ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
HELD ON JUNE 7, 2018
APPOINTEE SUMMARY
| APPOINTEE NAME: MARY A BERTRAM
|
||||||||||||||||||||||||||||||||
| NUMBER OF SHARES REPRESENTED | PERCENTAGE OF SHARES | |||||||||||||||||||||||||||||||
| MOTIONS |
FOR | AGAINST | WITHHELD/ ABSTAIN |
DISCRETION | FOR | AGAINST | WITHHELD/ ABSTAIN |
DISCRETION | ||||||||||||||||||||||||
| ALI TEHRANI |
0 | 0 | 0 | 43,107 | 0.00 | % | 0.00 | % | 0.00 | % | 100.00 | % | ||||||||||||||||||||
| NICK BEDFORD |
0 | 0 | 0 | 43,107 | 0.00 | % | 0.00 | % | 0.00 | % | 100.00 | % | ||||||||||||||||||||
| APPOINTMENT OF AUDITORS |
0 | 0 | 0 | 43,107 | 0.00 | % | 0.00 | % | 0.00 | % | 100.00 | % | ||||||||||||||||||||
| AMENDMENT AND RESTATEMENT OF STOCK OPTION PLAN |
0 | 0 | 0 | 43,107 | 0.00 | % | 0.00 | % | 0.00 | % | 100.00 | % | ||||||||||||||||||||
| AMENDMENT AND RESTATEMENT OF EMPLOYEE STOCK PURCHASE PLAN |
0 | 0 | 0 | 43,107 | 0.00 | % | 0.00 | % | 0.00 | % | 100.00 | % | ||||||||||||||||||||
| TOTAL SHARES REPRESENTED: |
43,107 | |||||||||||||||||||||||||||||||
| TOTAL PROXIES REPRESENTED: |
1 | |||||||||||||||||||||||||||||||
ZYMEWORKS INC.
ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
HELD ON JUNE 7, 2018
APPOINTEE SUMMARY
| APPOINTEE NAME: T GEOFFREY BERTRAM
|
||||||||||||||||||||||||||||||||
| NUMBER OF SHARES REPRESENTED | PERCENTAGE OF SHARES | |||||||||||||||||||||||||||||||
| MOTIONS |
FOR | AGAINST | WITHHELD/ ABSTAIN |
DISCRETION | FOR | AGAINST | WITHHELD/ ABSTAIN |
DISCRETION | ||||||||||||||||||||||||
| ALI TEHRANI |
0 | 0 | 0 | 21,553 | 0.00 | % | 0.00 | % | 0.00 | % | 100.00 | % | ||||||||||||||||||||
| NICK BEDFORD |
0 | 0 | 0 | 21,553 | 0.00 | % | 0.00 | % | 0.00 | % | 100.00 | % | ||||||||||||||||||||
| APPOINTMENT OF AUDITORS |
0 | 0 | 0 | 21,553 | 0.00 | % | 0.00 | % | 0.00 | % | 100.00 | % | ||||||||||||||||||||
| AMENDMENT AND RESTATEMENT OF STOCK OPTION PLAN |
0 | 0 | 0 | 21,553 | 0.00 | % | 0.00 | % | 0.00 | % | 100.00 | % | ||||||||||||||||||||
| AMENDMENT AND RESTATEMENT OF EMPLOYEE STOCK PURCHASE PLAN |
0 | 0 | 0 | 21,553 | 0.00 | % | 0.00 | % | 0.00 | % | 100.00 | % | ||||||||||||||||||||
| TOTAL SHARES REPRESENTED: |
21,553 | |||||||||||||||||||||||||||||||
| TOTAL PROXIES REPRESENTED: |
1 | |||||||||||||||||||||||||||||||
ZYMEWORKS INC.
ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
HELD ON JUNE 7, 2018
FINAL REPORT ON BALLOT
MOTION #1
ELECTION OF DIRECTORS
I, the undersigned scrutineer, hereby report that the result of the vote by ballot with respect to the above matter is as follows:
| NAME | VOTES IN FAVOR | WITHHELD | ||||||||||||||
| ALl TEHRANI |
11,899,212 | 98.82 | % | 141,718 | 1.18 | % | ||||||||||
| NICK BEDFORD |
11,899,174 | 98.82 | % | 141,756 | 1.18 | % | ||||||||||
|
|
| |
|
Anita Basi Scrutineer |
David Cavasin Scrutineer |
The figures reported by Computershare in its capacity as Scrutineer represent our tabulation of proxies returned to us by registered shareholders (and voting instruction forms returned directly to us by non-objecting beneficial holders, if applicable) combined with unaudited reports of beneficial holder voting supplied by one or more third parties. As such we are only responsible for and warrant the accuracy of our own tabulation. Computershare is not responsible for and does not warrant the accuracy of the unaudited reports of beneficial holders supplied by third parties.
If Computershare has mailed voting instruction forms directly to non-objecting beneficial holders on behalf of issuers, these have been distributed on the basis of electronic files received by Computershare from intermediaries or their agents. As Computershare has no direct access to intermediary records, Computershare is unable to reconcile the details of non-objecting beneficial ownership as provided to us with the details of intermediary positions within the records of the Canadian Depository for Securities. In some cases, insufficient shares may be held within intermediary positions at the Depository as at record date to support the shares represented by voting instruction forms received directly from non-objecting beneficial holders or returned to us by third parties. In these cases, overvoting rules are applied as directed by the Chair.
In addition, acting on the instructions of the Chair of the meeting, we may have included in our report on attendance, the details of beneficial holders attending in person, whose ownership we cannot directly confirm or verify but which may be supported by documentation such as a voting instruction form supplied by a third party. In such cases, Computershare makes no warranty or representation as to the accuracy of the numbers included as a result of the instructions from the Chair, delivery of which to Computershare is hereby acknowledged by the recipient of this report, and assumes no liability or responsibility whatsoever for their inclusion in our report as Scrutineer.
ZYMEWORKS INC.
ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
HELD ON JUNE 7, 2018
FINAL REPORT ON BALLOT
MOTION #2
APPOINTMENT OF AUDITORS
I, the undersigned scrutineer, hereby report that the result of the vote by ballot with respect to the above matter is as follows:
| Shares | Percentage | |||||||
| FOR THE MOTION: |
17,624,971 | 99.72 | % | |||||
|
|
|
|
|
|||||
| WITHHOLD THE MOTION: |
49,430 | 0.28 | % | |||||
|
|
|
|
|
|||||
| TOTAL: |
17,674,401 | 100.00 | % | |||||
|
|
|
|
|
|||||
|
|
| |
|
Anita Basi Scrutineer |
David Cavasin Scrutineer |
The figures reported by Computershare in its capacity as Scrutineer represent our tabulation of proxies returned to us by registered shareholders (and voting instruction forms returned directly to us by non-objecting beneficial holders, if applicable) combined with unaudited reports of beneficial holder voting supplied by one or more third parties. As such we are only responsible for and warrant the accuracy of our own tabulation. Computershare is not responsible for and does not warrant the accuracy of the unaudited reports of beneficial holders supplied by third parties.
If Computershare has mailed voting instruction forms directly to non-objecting beneficial holders on behalf of issuers, these have been distributed on the basis of electronic files received by Computershare from intermediaries or their agents. As Computershare has no direct access to intermediary records, Computershare is unable to reconcile the details of non-objecting beneficial ownership as provided to us with the details of intermediary positions within the records of the Canadian Depository for Securities. In some cases, insufficient shares may be held within intermediary positions at the Depository as at record date to support the shares represented by voting instruction forms received directly from non-objecting beneficial holders or returned to us by third parties. In these cases, overvoting rules are applied as directed by the Chair.
In addition, acting on the instructions of the Chair of the meeting, we may have included in our report on attendance, the details of beneficial holders attending in person, whose ownership we cannot directly confirm or verify but which may be supported by documentation such as a voting instruction form supplied by a third party. In such cases, Computershare makes no warranty or representation as to the accuracy of the numbers included as a result of the instructions from the Chair, delivery of which to Computershare is hereby acknowledged by the recipient of this report, and assumes no liability or responsibility whatsoever for their inclusion in our report as Scrutineer.
ZYMEWORKS INC.
ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
HELD ON JUNE 7, 2018
FINAL REPORT ON BALLOT
MOTION #3
AMENDMENT AND RESTATEMENT OF STOCK OPTION PLAN
I, the undersigned scrutineer, hereby report that the result of the vote by ballot with respect to the above matter is as follows:
| Shares | Percentage | |||||||
| FOR THE MOTION: |
10,333,495 | 85.82 | % | |||||
|
|
|
|
|
|||||
| AGAINST THE MOTION: |
1,707,435 | 14.18 | % | |||||
|
|
|
|
|
|||||
| TOTAL: |
12,040,930 | 100.00 | % | |||||
|
|
|
|
|
|||||
|
|
|
|||
|
Anita Basi |
David Cavasin |
|||
| Scrutineer | Scrutineer |
The figures reported by Computershare in its capacity as Scrutineer represent our tabulation of proxies returned to us by registered shareholders (and voting instruction forms returned directly to us by non-objecting beneficial holders, if applicable) combined with unaudited reports of beneficial holder voting supplied by one or more third parties. As such we are only responsible for and warrant the accuracy of our own tabulation. Computershare is not responsible for and does not warrant the accuracy of the unaudited reports of beneficial holders supplied by third parties.
If Computershare has mailed voting instruction forms directly to non-objecting beneficial holders on behalf of issuers, these have been distributed on the basis of electronic files received by Computershare from intermediaries or their agents. As Computershare has no direct access to intermediary records, Computershare is unable to reconcile the details of non-objecting beneficial ownership as provided to us with the details of intermediary positions within the records of the Canadian Depository for Securities. In some cases, insufficient shares may be held within intermediary positions at the Depository as at record date to support the shares represented by voting Instruction forms received directly from non-objecting beneficial holders or returned to us by third parties. In these cases, overvoting rules are applied as directed by the Chair.
In addition, acting on the instructions of the Chair of the meeting, we may have included in our report on attendance, the details of beneficial holders attending in person, whose ownership we cannot directly confirm or verify but which may be supported by documentation such as a voting instruction form supplied by a third party. In such cases, Computershare makes no warranty or representation as to the accuracy of the numbers included as a result of the instructions from the Chair, delivery of which to Computershare is hereby acknowledged by the recipient of this report, and assumes no liability or responsibility whatsoever for their inclusion in our report as Scrutineer.
ZYMEWORKS INC.
ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS
HELD ON JUNE 7, 2018
FINAL REPORT ON BALLOT
MOTION #4
AMENDMENT AND RESTATEMENT OF EMPLOYEE STOCK PURCHASE PLAN
I, the undersigned scrutineer, hereby report that the result of the vote by ballot with respect to the above matter is as follows:
| Shares | Percentage | |||||||
| FOR THE MOTION: |
11,901,972 | 98.85 | % | |||||
|
|
|
|
|
|||||
| AGAINST THE MOTION: |
138,958 | 1.15 | % | |||||
|
|
|
|
|
|||||
| TOTAL: |
12,040,930 | 100.00 | % | |||||
|
|
|
|
|
|||||
|
|
|
|||
|
Anita Basi |
David Cavasin |
|||
| Scrutineer | Scrutineer |
The figures reported by Computershare in its capacity as Scrutineer represent our tabulation of proxies returned to us by registered shareholders (and voting instruction forms returned directly to us by non-objecting beneficial holders, if applicable) combined with unaudited reports of beneficial holder voting supplied by one or more third parties. As such we are only responsible for and warrant the accuracy of our own tabulation. Computershare is not responsible for and does not warrant the accuracy of the unaudited reports of beneficial holders supplied by third parties.
If Computershare has mailed voting instruction forms directly to non-objecting beneficial holders on behalf of issuers, these have been distributed on the basis of electronic files received by Computershare from intermediaries or their agents. As Computershare has no direct access to intermediary records, Computershare is unable to reconcile the details of non-objecting beneficial ownership as provided to us with the details of intermediary positions within the records of the Canadian Depository for Securities. In some cases, insufficient shares may be held within intermediary positions at the Depository as at record date to support the shares represented by voting instruction forms received directly from non-objecting beneficial holders or returned to us by third parties. In these cases, overvoting rules are applied as directed by the Chair.
In addition, acting on the Instructions of the Chair of the meeting, we may have included in our report on attendance, the details of beneficial holders attending in person, whose ownership we cannot directly confirm or verify but which may be supported by documentation such as a voting instruction form supplied by a third party. In such cases, Computershare makes no warranty or representation as to the accuracy of the numbers included as a result of the instructions from the Chair, delivery of which to Computershare is hereby acknowledged by the recipient of this report, and assumes no liability or responsibility whatsoever for their inclusion in our report as Scrutineer.
Exhibit 99.2
Zymeworks Announces Election of Directors and Voting Results from Shareholder Meeting
Vancouver, Canada (June 7, 2018) – Zymeworks Inc. (NYSE/TSX: ZYME), a clinical-stage biopharmaceutical company dedicated to the discovery, development and commercialization of next-generation multifunctional biotherapeutics, is pleased to announce the detailed voting results on the items of business considered at its Annual General and Special Meeting of Shareholders held on June 7, 2018 (the “Meeting”).
Shareholder Voting Results
The Shareholders voted on the following matters at this year’s Meeting.
Proposal 1 – Election of Directors
The nominees listed in Zymework’s Management Information Circular dated May 2, 2018 (the “Circular”) were elected as Directors of the Company. Detailed results of the votes are set out below:
| Proposal 1 Election of Directors |
Outcome of the Vote |
Votes by Ballot | ||||||||||
| Votes For | Votes Withheld | |||||||||||
| Dr. Ali Tehrani |
Carried | 11,899,212 | 141,718 | |||||||||
| (98.82 | %) | (1.18 | %) | |||||||||
| Nick Bedford |
Carried | 11,899,174 | 141,756 | |||||||||
| (98.82 | %) | (1.18 | %) | |||||||||
Proposal 2 – Appointment of Auditors
The vote was carried for the Appointment of the Auditors, KPMG LLP. Detailed results of the votes are set out below:
| Outcome of the Vote |
Votes by Ballot | |||||||||||
| Proposal 2 |
Votes For | Votes Withheld | ||||||||||
| Appointment of KPMG LLP |
Carried | 17,624,971 | 49,430 | |||||||||
| (99.72 | %) | (0.28 | %) | |||||||||
Proposal 3 – Amendment and Restatement of Stock Option Plan
The vote was carried on the resolution approving the proposed amendments to Zymeworks’ stock option plan, as more particularly described in the Circular. Detailed results of the votes are set out below:
| Outcome of the Vote |
Votes by Ballot | |||||||||||
| Proposal 3 |
Votes For | Votes Against | ||||||||||
| Amendment and Restatement of Stock Option Plan |
Carried | 10,333,495 | 1,707,435 | |||||||||
| (85.82 | %) | (14.18 | %) | |||||||||
Proposal 4 – Amendment and Restatement of Employee Stock Purchase Plan
The vote was carried on the resolution approving the proposed amendments to Zymeworks’ employee stock purchase plan, as more particularly described in the Circular. Detailed results of the votes are set out below:
| Proposal 3 |
Outcome of the Vote |
Votes by Ballot | ||||||||||
| Votes For | Votes Against | |||||||||||
| Amendment and Restatement of Employee Stock Purchase Plan |
Carried | 11,901,972 | 138,958 | |||||||||
| (98.85 | %) | (1.15 | %) | |||||||||
Full details of all proposals are fully described in the Circular available on the Company’s profile on SEDAR at www.sedar.com, and on EDGAR at www.sec.gov, and the detailed results of voting on each proposal are included in the Report of Voting Results filed on SEDAR and on EDGAR.
Contact:
Zymeworks Inc.
Investor Inquiries:
Ryan Dercho, Ph.D.
(604) 678-1388
ir@zymeworks.com
About Zymeworks Inc.
Zymeworks is a clinical-stage biopharmaceutical company dedicated to the discovery, development, and commercialization of next-generation multifunctional biotherapeutics. Zymeworks’ suite of complementary therapeutic platforms and its fully integrated drug development engine provide the flexibility and compatibility to precisely engineer and develop highly differentiated product candidates. Zymeworks’ lead product candidate, ZW25, is a novel bispecific antibody currently being evaluated in an adaptive Phase 1 clinical trial. The company’s second product candidate, ZW49, capitalizes on the unique design and antibody framework of ZW25 and is a bispecific antibody-drug conjugate, or ADC, armed with the company’s proprietary ZymeLink™ cytotoxic payload. Zymeworks is also advancing a deep pipeline of preclinical product candidates and discovery-stage programs in immuno-oncology and other therapeutic areas. In addition to Zymeworks’ wholly owned pipeline, its therapeutic platforms have been further leveraged through multiple strategic partnerships with global biopharmaceutical companies.
Contacts:
Zymeworks Inc.
Investor Inquiries:
Ryan Dercho, Ph.D.
(604) 678-1388
ir@zymeworks.com
Media Inquiries:
Angela Bitting
(925) 202-6211
a.bitting@comcast.net