Zymeworks Inc. 8-K

What Happened
Zymeworks Inc. announced the results of its 2025 annual meeting of stockholders held virtually on December 30, 2025 (record date: November 3, 2025). A quorum was present with 63,222,722 common shares and 400 exchangeable shares represented (approximately 83.86% of the company’s voting power). Stockholders elected three director nominees, approved an advisory (non-binding) vote on executive compensation, and ratified KPMG LLP as the company’s auditor for the 2025 year.

Key Details

• Meeting date/time and record date: December 30, 2025 at 9:00 a.m. PT; record date November 3, 2025.
• Quorum and shares: 74,835,565 common shares and 553,184 ExchangeCo exchangeable shares were entitled to vote; ~84.48% of common shares and 0.07% of exchangeable shares were present or represented.
• Director elections (votes FOR, %FOR, votes withheld, broker non-votes):
  • Carlos Campoy: 53,922,255 (94.35%) FOR; 3,231,897 withheld; 6,068,970 broker non‑votes.
  • Alessandra Cesano: 45,985,104 (80.46%) FOR; 11,169,048 withheld; 6,068,970 broker non‑votes.
  • Robert E. Landry: 55,404,212 (96.94%) FOR; 1,749,940 withheld; 6,068,970 broker non‑votes.
• Advisory vote on named executive officer compensation: Approved (non‑binding) — 53,710,820 FOR (93.98%), 3,391,788 AGAINST (5.93%), 51,544 ABSTAIN (0.09%); 6,068,970 broker non‑votes.
• Ratification of auditor: KPMG LLP ratified — 62,934,142 FOR (99.54%), 263,022 AGAINST (0.42%), 25,958 ABSTAIN (0.04%); no broker non‑votes.

Why It Matters
These votes finalize the company’s board composition and show strong shareholder support for the auditor and executive compensation as presented. The relatively lower support for one director nominee (Alessandra Cesano at ~80.5% FOR) may be of interest to investors monitoring board dynamics, while the high approval for the auditor and the say‑on‑pay vote indicates broad backing of governance and compensation policies as disclosed in the company’s proxy.