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): ~~November 16~~December 30, 2025

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.)
(State or other jurisdictionof incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)
108 Patriot Drive, Suite A Middletown, Delaware		19709
(Address of principal executive offices)		(Zip Code)

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~~TradingSymbol(s)		Name of each ~~exchange~~exchangeon 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 5.0207 ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

On ~~November~~Tuesday, December 1630, 2025, MrZymeworks Inc. ~~Scott~~ ~~Platshon~~(the ~~submitted~~“Company”), ~~his~~held ~~resignation~~its ~~from~~2025 ~~the~~annual ~~board~~meeting of ~~directors~~stockholders (the “~~Board~~Annual Meeting”) at 9:00 a.m. Pacific Time, virtually via live audio webcast. As of the close of business on November 3, 2025, the record date for the Annual Meeting, there were 74,835,565 shares of common stock entitled to vote at the meeting and 553,184 exchangeable shares of Zymeworks ~~Inc~~ExchangeCo Ltd., (a company existing under the “laws of the Province of British Columbia and an indirect subsidiary of the Company (“ExchangeCo”), ~~effective~~entitled ~~immediately.~~to ~~Mr. Platshon’s~~exercise ~~resignation~~voting ~~was~~rights ~~not~~at the ~~result~~meeting. 63,222,722 shares of ~~any~~common ~~disagreement~~stock ~~with~~and 400 exchangeable shares were present in person or by proxy at the ~~Company~~Annual onMeeting, ~~any~~representing ~~matter~~approximately ~~relating~~84.48% toof the Company’s ~~operations~~common stock and 0.07% of ExchangeCo’s exchangeable shares entitled to vote at the Annual Meeting, ~~policies~~and ortogether ~~practices~~representing 83.86% of the voting power of the capital stock of the Company, which constituted a quorum for the transaction of business.

~~Item 8~~Set forth below are the matters acted upon by the Company’s stockholders and holders of exchangeable shares (collectively, the “securityholders”) at the Annual Meeting, and the final voting results on each matter.01 ~~Other~~Each ~~Events~~of the proposals are described in further detail in the Company’s definitive proxy statement dated November 10, 2025, filed with the Securities and Exchange Commission on November 10, 2025.

OnProposal November 18, 2025, the Company issued a press release announcing a strategic initiative focused on optimizing future cash flows from Ziihera® (zanidatamab-hrii), other licensed products and other healthcare assets, as well as that its Board had authorized a share repurchase program under which the Company may repurchase up to $125.0 million of the Company’s common stock, par value $0.00001 per share (the “Share Repurchase Program”). A copy of the press release announcing the Company’s strategic initiative and the Share Repurchase Program is attached as Exhibit 99.1 to– ~~this~~Election ~~Current Report on Form 8-K and is incorporated herein by reference, except for the Financial Condition Information (defined below), which information is furnished as described under Item 7.01~~ of ~~this~~Directors ~~Current Report on Form 8-K.~~

~~Item 7~~1.01 ~~Regulation~~The FDfollowing ~~Disclosure.~~nominees were elected as directors to serve until their term expires or until their successors are duly elected or appointed.

Assuming the full execution of the $125.0 million Share Repurchase Program, the Company currently expects its existing cash resources of $299.4 million, as of September 30, 2025, when combined with the inclusion of anticipated milestone payments associated with potential approvals of Ziihera in gastroesophageal adenocarcinoma in the United States, Europe, Japan and China, will enable it to fund planned operations beyond 2028. This anticipated cash runway does not take into account any contribution from additional future milestone payments or royalties related to Ziihera, other current licensed product candidates or contributions from future partnerships and collaborations (such information, the “Financial Condition Information”).


Nominee	Votes For		% Votes For			Votes Withheld		% Votes Withheld			Broker Non-Votes
Carlos Campoy		53,922,255		94.35	%		3,231,897		5.65	%		6,068,970
Alessandra Cesano		45,985,104		80.46	%		11,169,048		19.54	%		6,068,970
Robert E. Landry		55,404,212		96.94	%		1,749,940		3.06	%		6,068,970

OnProposal ~~November 18,~~2 ~~2025,~~– ~~the~~Advisory ~~Company~~Vote ~~issued~~on ~~a press release announcing~~ the ~~appointment~~Compensation of ~~Mr. Platshon~~Named asExecutive ~~the~~Officers ~~Company’s Acting Chief Investment Officer. A copy of the press release announcing such appointment is furnished as Exhibit 99.2 to this Current Report on Form 8-K.~~

~~The information in Item 7~~2.01 ofThe ~~this~~securityholders ~~Current~~approved, ~~Report~~ on ~~Form~~an ~~8-K~~advisory and ~~Exhibit~~non-binding ~~99.2 are being furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act~~basis, ~~or otherwise subject to~~ the ~~liabilities~~compensation of ~~that section, and shall not be incorporated by reference into any registration statement or other document filed pursuant to~~ the ~~Securities~~Company’s ~~Act~~named orexecutive ~~the~~officers. ~~Exchange~~There ~~Act,~~were ~~regardless of any general incorporation language contained in such~~6,068,970 ~~unless~~broker ~~the~~non-votes ~~Company~~for ~~specifically~~this ~~states that the information is to be considered “filed” under the Exchange Act or specifically incorporates it by reference into a filing under the Securities Act or the Exchange Act~~proposal.

This Current Report on Form 8-K contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements are identified by such words as “believe,” “expect,” “anticipate” and words of similar import and are based on current expectations that involve risks and uncertainties, such as the Company’s plans, projections, objectives, expectations and intentions. All statements other than historical or current facts are forward-looking statements, including, without limitation, statements about the anticipated sufficiency of existing cash resources and certain anticipated regulatory milestone payments to fund Zymeworks’ planned operations beyond 2028, assuming the potential full execution of the Share Repurchase Program. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those anticipated in the forward-looking statements. Forward-looking statements speak only as of the date they are made, and the Company is not under any obligation and expressly disclaims any obligation to update, alter or otherwise revise any forward-looking statement, whether as a result of new information, future events, or otherwise, except as required by law.


Votes For	% Votes For	Votes Against	% Votes Against	Votes Abstaining	% Votes Abstaining
53,710,820	93.98%	3,391,788	5.93%	51,544	0.09%

~~ITEM~~Proposal ~~9.01~~3 ~~FINANCIAL~~– ~~STATEMENTS~~Ratification ~~AND~~of ~~EXHIBITS~~Appointment of Auditor

~~(d)~~3. ~~Exhibits~~The securityholders ratified the appointment of KPMG LLP, chartered professional accountants, as the Company’s auditors for the year ending December 31, 2025. There were 0 broker non-votes for this proposal.

Exhibit No.	Description
Votes For	% Votes For	Votes Against	% Votes Against	Votes Abstaining	% VotesAbstaining
99.1	Press Release, dated November 18, 2025.
62,934,142	99.54%	263,022	0.42%	25,958	0.04%
99.2	Press Release, dated November 18, 2025
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: November 18, 2025

/s/ Kenneth Galbraith

Date: December 30, 2025

/s/ Kenneth Galbraith

Name: Title:

Kenneth Galbraith Chair of the Board of Directors, President and Chief Executive Officer

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