8-K
false 0001403752 0001403752 2020-05-07 2020-05-07

 

 

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): May 7, 2020

 

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 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 Shares, no par value per share

 

ZYME

 

New York Stock Exchange

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.

The following information is filed pursuant to Item 5.07, “Submission of Matter to a Vote of Security Holders.”

On May 7, 2020, Zymeworks Inc. (the “Company”), held its 2020 annual meeting of shareholders (the “Annual Meeting”). A total of 158 of the holders of the Company’s common shares were present or represented by proxy at the meeting, representing approximately 73.1% of the Company’s 45,527,655 common shares that were outstanding and entitled to vote at the Annual Meeting as of the record date of March 13, 2020. 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 definitive proxy statement dated March 23, 2020, filed with the Securities and Exchange Commission on March 23, 2020.

Proposal 1

1. The shareholders voted by way of ballot and 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

 

Hollings C. Renton

   

23,776,748

     

84.19

%    

4,465,185

     

15.81

%    

5,022,483

 

Lota Zoth

   

23,764,694

     

84.15

%    

4,477,239

     

15.85

%    

5,022,483

 

Proposal 2

2. The shareholders voted on an advisory and non-binding basis by way of ballot and approved the compensation of the Company’s named executive officers. There were 5,022,484 non-votes for this proposal.

Votes For

 

%Votes For

   

Votes Against

   

% Votes Against

   

Votes Abstaining

   

%Votes Abstaining

 

27,550,018

   

97.55

%    

266,013

     

0.94

%    

425,901

     

1.51

%

Proposal 3

3. The shareholders voted on an advisory and non-binding basis by way of ballot and selected every year as the preferred frequency of holding future advisory votes on the compensation of the Company’s named executive officers. There were 5,022,485 non-votes for this proposal.

Votes For 1 Year

 

% Votes
For 1 Year

   

Votes
For 2 Years

   

% Votes
For 2 Years

   

Votes
For 3 Years

   

% Votes
For 3 Years

   

Votes
Abstaining

   

% Votes 

Abstaining

 

28,181,129

   

99.78

%    

38,694

     

0.14

%    

8,650

     

0.03

%    

13,458

     

0.05

%

Proposal 4

4. The shareholders voted by way of ballot and KPMG LLP, chartered professional accountants, were reappointed as auditors for 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

 

32,999,576

   

99.20

%    

264,840

     

0.80

%

A report outlining the voting results described above is filed as Exhibit 99.1 hereto.

ITEM 7.01 REGULATION FD DISCLOSURE.

On May 8, 2020, the Company 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 attached as Exhibit 99.2 hereto.

The information provided under this Item (including Exhibit 99.2, attached hereto) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.


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 May 8, 2020.

         
 

104

   

Cover Page Interactive Data File (embedded as Inline XBRL document).


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: May 8, 2020

 

 

By:

 

/s/ Neil Klompas

 

 

Name:

Title:

 

Neil Klompas

Executive Vice President, Business

Operations and Chief Financial Officer

EX-99.1

Exhibit 99.1

ZYMEWORKS INC.

(the “Company”)

Annual General Meeting of Shareholders

May 7, 2020

REPORT OF VOTING RESULTS

Section 11.3 of National Instrument 51-102Continuous Disclosure Obligations

 

Common Shares represented at the Meeting:

     33,264,416  

Total issued and outstanding Common Shares as at record date:

     45,527,655  

Percentage of issued and outstanding Common Shares represented:

     73.06

Business of the Meeting

 

1.

The Shareholders voted by way of ballot and the following nominees were elected as directors to serve until their successors are duly elected or appointed.

 

Nominee    Votes For      % Votes For     Votes Withheld      % Votes Withheld  

Hollings C. Renton

     23,776,748        84.19     4,465,185        15.81

Lota Zoth

     23,764,694        84.15     4,477,239        15.85

 

2.

The Shareholders voted on an advisory and non-binding basis by way of ballot and approved the compensation of the Company’s named executive officers.

 

Votes For    % Votes For     Votes Against      % Votes Against     Votes Abstaining      % Votes Abstaining  

27,550,018

     97.55     266,013        0.94     425,901        1.51

 

3.

The Shareholders voted on an advisory and non-binding basis by way of ballot and selected every year as the preferred frequency of holding future advisory votes on the compensation of the Company’s named executive officers.

 

Votes

For

1 Year

  

% Votes

For

1 Year

   

Votes

For

2 Years

    

% Votes

For

2 Years

   

Votes

For

3 Years

    

% Votes

For

3 Years

   

Votes

Abstaining

    

% Votes

Abstaining

 

28,181,129

     99.78     38,694        0.14     8,650        0.03     13,458        0.05

 

4.

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  

32,999,576

     99.20     264,840        0.80

The final scrutineer’s report is attached to this report as Exhibit A.

No other business was voted upon at the Meeting.

Dated: May 7, 2020


Exhibit A

Final Scrutineer’s Report

Please see attached.


LOGO

ZYMEWORKS INC.

ANNUAL GENERAL MEETING OF SHAREHOLDERS

HELD ON MAY 7, 2020

FINAL SCRUTINEER’S REPORT

 

0   

SHAREHOLDER IN PERSON, REPRESENTING

     0  SHARES 
158   

SHAREHOLDERS BY PROXY, REPRESENTING

     33,264,416  SHARES 
158   

TOTAL SHAREHOLDERS, HOLDING

     33,264,416  SHARES 
  

TOTAL ISSUED AND OUTSTANDING AS AT RECORD DATE:

     45,527,655  
  

PERCENTAGE OF OUTSTANDING SHARES REPRESENTED AT THE MEETING:

     73.06 

 

/s/ Anita Basi

ANITA BASI
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.


LOGO

ZYMEWORKS INC.

ANNUAL GENERAL MEETING OF SHAREHOLDERS

HELD ON MAY 7, 2020

 

REPORT ON PROXIES

 

MOTIONS

   NUMBER OF SHARES      PERCENTAGE OF VOTES CAST  
   FOR      AGAINST      WITHHELD/
ABSTAIN
     SPOILED      NON VOTE      FOR     AGAINST     WITHHELD/
ABSTAIN
 

HOLLINGS C. RENTON

     23,776,748        0        4,465,185        0        5,022,483        84.19     0.00     15.81

LOTA ZOTH

     23,764,694        0        4,477,239        0        5,022,483        84.15     0.00     15.85

ADVISORY VOTE ON EXECUTIVE COMPENSATION

     27,550,018        266,013        425,901        0        5,022,484        97.55     0.94     1.51

ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION — see attached

                     

APPOINTMENT OF AUDITORS

     32,999,576        0        264,840        0        0        99.20     0.00     0.80

 

TOTAL SHAREHOLDERS VOTED BY PROXY:

     158     

/s/ Anita Basi

                                                    

TOTAL SHARES ISSUED & OUTSTANDING:

     45,527,655  

TOTAL SHARES VOTED:

     33,264,416      ANITA BASI   

TOTAL % OF SHARES VOTED:

     73.06    SCRUTINEER   


LOGO

ZYMEWORKS INC.

ANNUAL GENERAL MEETING OF SHAREHOLDERS

HELD ON MAY 7, 2020

 

REPORT ON PROXIES

MOTION    ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION

 

NUMBER OF SHARES

     PERCENTAGE OF VOTES CAST  

1 YEAR

   2 YEARS      3 YEARS      WITHHELD/
ABSTAIN
     SPOILED      NON VOTE      1 YEAR     2 YEARS     3 YEARS     WITHHELD/
ABSTAIN
 

28,181,129

     38,694        8,650        13,458        0        5,022,485        99.78     0.14     0.03     0.05


LOGO

ZYMEWORKS INC.

ANNUAL GENERAL MEETING OF SHAREHOLDERS

HELD ON MAY 7, 2020

 

REPORT ON BALLOT

MOTION #1

ELECTION OF DIRECTORS

We, the undersigned scrutineers, hereby report that the result of the vote by ballot with respect to the above matter is as follows:

 

NAME    VOTES IN FAVOR      %      VOTES WITHHELD      %  

HOLLINGS C. RENTON

     23,776,748        84.19        4,465,185        15.81  
  

 

 

    

 

 

    

 

 

    

 

 

 

LOTA ZOTH

     23,764,694        84.15        4,477,239        15.85  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

/s/ Anita Basi

Anita Basi
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.


LOGO

ZYMEWORKS INC.

ANNUAL GENERAL MEETING OF SHAREHOLDERS

HELD ON MAY 7, 2020

 

REPORT ON BALLOT

MOTION #2

ADVISORY VOTE ON EXECUTIVE COMPENSATION

We, the undersigned scrutineers, hereby report that the result of the vote by ballot with respect to the above matter is as follows:

 

     NUMBER OF VOTES         

FOR the motion

     27,550,018        97.55
  

 

 

    

 

 

 

AGAINST the motion

     266,013        0.94
  

 

 

    

 

 

 

ABSTAIN from the motion

     425,901        1.51
  

 

 

    

 

 

 

Total

     28,241,932     
  

 

 

    

 

/s/ Anita Basi

Anita Basi
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.


LOGO

ZYMEWORKS INC.

ANNUAL GENERAL MEETING OF SHAREHOLDERS

HELD ON MAY 7, 2020

 

REPORT ON BALLOT

MOTION #3

ADVISORY VOTE ON FREQUENCY OF ADVISORY VOTE ON EXECUTIVE COMPENSATION

We, the undersigned scrutineers, hereby report that the result of the vote by ballot with respect to the above matter is as follows:

 

     NUMBER OF VOTES         

1 YEAR

     28,181,129        99.78
  

 

 

    

 

 

 

2 YEARS

     38,694        0.14
  

 

 

    

 

 

 

3 YEARS

     8,650        0.03
  

 

 

    

 

 

 

ABSTAIN from the motion

     13,458        0.05
  

 

 

    

 

 

 

Total

     28,241,931     
  

 

 

    

 

/s/ Anita Basi

Anita Basi
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 complied 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.


LOGO

ZYMEWORKS INC.

ANNUAL GENERAL MEETING OF SHAREHOLDERS

HELD ON MAY 7, 2020

 

REPORT ON BALLOT

MOTION #4

APPOINTMENT OF AUDITORS

We, the undersigned scrutineers, hereby report that the result of the vote by ballot with respect to the above matter is as follows:

 

     NUMBER OF VOTES         

FOR the motion

     32,999,576        99.20
  

 

 

    

 

 

 

WITHHELD from the motion

     264,840        0.80
  

 

 

    

 

 

 

Total

     33,264,416     
  

 

 

    

 

/s/ Anita Basi

Anita Basi
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.

EX-99.2

Exhibit 99.2

 

LOGO

Zymeworks Announces Election of Directors and

Voting Results from Shareholder Meeting

Vancouver, Canada (May 8, 2020) – Zymeworks Inc. (NYSE: ZYME), a clinical-stage biopharmaceutical company developing multifunctional biotherapeutics, is pleased to announce the detailed voting results on the items of business considered at its Annual General Meeting of Shareholders held on May 7, 2020 (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 Zymeworks’ proxy statement dated March 23, 2020 (the “Proxy Statement”) were elected as Directors of the Company. Detailed results of the votes are set out below:

 

Proposal 1    Outcome of the
Vote
   Votes by Ballot  

Election of Directors

   Votes For      Votes Withheld  

Hollings C. Renton

   Carried     

23,776,748

(84.19%

 

    

4,465,185

(15.81%

 

Lota Zoth

   Carried     

23,764,694

(84.15%

 

    

4,477,239

(15.85%

 

Proposal 2 – Advisory Vote on Executive Compensation

The Shareholders approved, on an advisory basis, the compensation of the Company’s named executive officers. Detailed results of the votes are set out below:

 

     Outcome of the
Vote
   Votes by Ballot  

Proposal 2

   Votes For      Votes Against      Votes Abstaining  

Advisory Vote on Executive Compensation

   Carried     

27,550,018

(97.55%

 

    

266,013

(0.94%

 

    

425,901

(1.51%

 

Proposal 3 – Advisory Vote on Frequency of Advisory Vote on Executive Compensation

The Shareholders selected, on an advisory basis, every year as the preferred frequency of holding future advisory votes on the compensation of the Company’s named executive officers. Detailed results of the votes are set out below:


     Outcome of the
Vote
   Votes by Ballot  

Proposal 3

   Votes For
1 Year
    Votes For
2 Years
    Votes For
3 Years
    Votes
Abstaining
 

Advisory Vote on Frequency of Advisory Vote on Executive Compensation

   1 Year     

28,181,129

(99.78%

 

   

38,694

(0.14%

 

   

8,650

(0.03%

 

   

13,458

(0.05%

 

Proposal 4 – 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 4

   Votes For      Votes Withheld  

Appointment of KPMG LLP

   Carried     

32,999,576

(99.20%

 

    

264,840

(0.80%

 

Full details of all proposals are fully described in the Proxy Statement 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.

About Zymeworks Inc.

Zymeworks is a clinical-stage biopharmaceutical company dedicated to the development of next-generation multifunctional biotherapeutics. Zymeworks’ suite of therapeutic platforms and its fully integrated drug development engine enable precise engineering of highly differentiated product candidates. Zymeworks’ lead clinical candidate, ZW25, is a novel Azymetric bispecific antibody currently in Phase 2 clinical development. Zymeworks’ second clinical candidate, ZW49, is a bispecific antibody-drug conjugate currently in Phase 1 clinical development and combines the unique design and antibody framework of ZW25 with Zymeworks’ proprietary ZymeLink linker-cytotoxin. Zymeworks is also advancing a deep preclinical pipeline in oncology (including immuno-oncology agents) and other therapeutic areas. In addition, its therapeutic platforms are being leveraged through strategic partnerships with nine biopharmaceutical companies. For more information, visit www.zymeworks.com.

Contacts:

Investor Inquiries:

Ryan Dercho, Ph.D.

(604) 678-1388

ir@zymeworks.com

Tiffany Tolmie

(604) 678-1388

ir@zymeworks.com

Media Inquiries:

Kavita Shah, Ph.D.

(604) 678-1388

media@zymeworks.com