Form 8-K Zymeworks Inc. For: May 05

Exhibit 99.1

 

ZYMEWORKS INC.

(the “Company”)

 

Annual General Meeting of Shareholders

May 5, 2021

 

REPORT OF VOTING RESULTS

Section 11.3 of National Instrument 51-102 – Continuous Disclosure Obligations

 

Common Shares represented at the Meeting:	29,226,661
Total issued and outstanding Common Shares as at record date:	46,164,051
Percentage of issued and outstanding Common Shares represented:	63.31%

  

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
Susan Mahony	19,286,855	71.48%	7,695,418	28.52%
Kelvin Neu	19,377,998	71.82%	7,604,275	28.18%
Ali Tehrani	19,375,651	71.81%	7,606,622	28.19%

 

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	% Votes	Votes	% Votes
		Against	Against	Abstaining	Abstaining
24,095,093	89.30%	2,607,651	9.66%	279,529	1.04%

 

3.

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
28,930,162	98.99%	296,499	1.01%

 

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

 

No other business was voted upon at the Meeting.

 

Dated:   May 5, 2021

 

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Exhibit A

Final Scrutineer’s Report

 

Please see attached.

 

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ZYMEWORKS INC 

ANNUAL GENERAL MEETING OF SHAREHOLDERS

HELD ON MAY 5, 2021 

 

 

FINAL SCRUTINEER’S REPORT

 

 

 

		2			SHAREHOLDERS IN PERSON, REPRESENTING		285,536			SHARES
		167			SHAREHOLDERS BY PROXY, REPRESENTING		28,941,125			SHARES
		169			TOTAL SHAREHOLDERS, HOLDING		29,226,661			SHARES
					TOTAL ISSUED AND OUTSTANDING AS AT RECORD DATE:		46,164,051
					PERCENTAGE OF OUTSTANDING SHARES REPRESENTED AT THE MEETING:		63.31			%

 

 

 

 

 

 

 

 

   

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.

 

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ZYMEWORKS INC 

ANNUAL GENERAL MEETING OF SHAREHOLDERS

HELD ON MAY 5, 2021 

 

 

REPORT ON PROXIES

 

 

 

MOTIONS	NUMBER OF SHARES					PERCENTAGE OF VOTES CAST
	FOR	AGAINST	WITHHOLD/ ABSTAIN	SPOILED	NON VOTE	FOR	AGAINST	WITHHOLD/ ABSTAIN
Susan Mahony	19,001,319	0	7,695,418	0	2,244,388	71.17%	0.00%	28.83%
Kelvin Neu	19,092,462	0	7,604,275	0	2,244,388	71.52%	0.00%	28.48%
Ali Tehrani	19,090,115	0	7,606,622	0	2,244,388	71.51%	0.00%	28.49%
Advisory Vote on Executive Compensation	24,073,940	2,607,651	15,146	0	2,244,388	90.18%	9.77%	0.06%
Appointment of Auditors	28,644,626	0	296,499	0	0	98.98%	0.00%	1.02%

 

 

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ZYMEWORKS INC  

ANNUAL GENERAL MEETING OF SHAREHOLDERS

HELD ON MAY 5, 2021 

 

 

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		%
Susan Mahony		19 286 855		71.48		7 695 418		28.52
Kelvin Neu		19 377 998		71.82		7 604 275		28.18
Ali Tehrani		19 375 651		71.81		7 606 622		28.19

 

 

 

 

 

 

 

 

 

 

   

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.

 

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ZYMEWORKS INC

ANNUAL GENERAL MEETING OF SHAREHOLDERS

HELD ON MAY 5, 2021 

 

 

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	24 095 093		89.30	%
ABSTAIN from the motion	279 529		1.04	%
AGAINST the motion	2 607 651		9.66	%
Total	26 982 273

 

 

 

 

 

 

 

 

 

 

  

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.

 

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ZYMEWORKS INC

ANNUAL GENERAL MEETING OF SHAREHOLDERS

HELD ON MAY 5, 2021 

 

 

REPORT ON BALLOT

 

  

MOTION #3 

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	28 930 162		98.99	%
WITHHELD from the motion	296 499		1.01	%
Total	29 226 661

 

 

 

 

 

 

 

 

 

  

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.

 

 

Exhibit 99.2

 

Zymeworks Announces Election of Directors and Voting Results from Shareholder Meeting

Vancouver, Canada (May 6, 2021) – 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 5, 2021 (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, 2021 (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
Susan Mahony		Carried		19,286,855 (71.48%)		7,695,418 (28.52%)
Kelvin Neu		Carried		19,377,998 (71.82%)		7,604,275 (28.18%)
Ali Tehrani		Carried		19,375,651 (71.81%)		7,606,622 (28.19%)

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:

 

Proposal 2		Outcome     of the Vote		Votes by Ballot
				Votes For		Votes Against		Votes         Abstaining
Advisory Vote on Executive Compensation		Carried		24,095,093 (89.30%)		2,607,651 (9.66%)		279,529 (1.04%)

Proposal 3 – Appointment of Auditors

The vote was carried for the appointment of the Auditors, KPMG LLP. Detailed results of the votes are set out below:

 

Proposal 3		Outcome     of the Vote		Votes by Ballot
				Votes For		Votes Withheld
Appointment of KPMG LLP		Carried		28,930,162 (98.99%)		296,499 (1.01%)

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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, zanidatamab (ZW25), is a novel Azymetric^™ bispecific antibody which has been granted Breakthrough Therapy designation by the FDA and is currently enrolling in a pivotal clinical trial for refractory HER2-amplified biliary tract cancer (HERIZON-BTC-01) as well as several Phase 2 clinical trials for HER2-expressing gastroesophageal and breast cancers. Zymeworks’ second clinical candidate, ZW49, is a novel bispecific HER2-targeting antibody-drug conjugate currently in Phase 1 clinical development and combines the unique design and antibody framework of zanidatamab with Zymeworks’ proprietary ZymeLink^™ linker and 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

[email protected]

Jack Spinks

(604) 678-1388

[email protected]

Media Inquiries:

Mary Klem

(604) 678-1388

[email protected]

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