UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 11, 2023, Ms. Lota Zoth, a member of the Board of Directors (the “Board”) of Zymeworks Inc. (the “Company”) notified the Company of her decision not to stand for re-election to the Board at the Company’s next annual meeting of stockholders to be held on or about December 7, 2023 (the “2023 Annual Meeting”). Ms. Zoth will continue to serve as a member of the Board, lead independent director, chair of the audit committee and member of the compensation committee until the expiration of her term at the 2023 Annual Meeting. Ms. Zoth’s decision not to stand for re-election was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
| Item 8.01 | Other Events. |
On October 13, 2023, the Board, upon recommendation from the nominating and corporate governance committee of the Board, nominated Dr. Nancy Davidson for election to the Board by the stockholders at the 2023 Annual Meeting. If elected, Dr. Davidson will serve as a Class II director with a term expiring at the Company’s 2026 annual general meeting of stockholders.
There are no transactions and no proposed transactions between Dr. Davidson or any member of her immediate family and the Company or its subsidiaries that would require disclosure under Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”), and there is no arrangement or understanding between Dr. Davidson and any other person or entity pursuant to which Dr. Davidson was nominated as a director of the Company.
If elected, Dr. Davidson will participate in the Company’s standard compensation plan for non-employee directors, including an initial stock option grant to purchase 50,000 shares of common stock, which will be granted to Dr. Davidson following the 2023 Annual Meeting. The standard compensation plan for non-employee directors is described in the section titled “Director Compensation” of the Company’s Amendment No. 1 to the Annual Report on Form 10-K filed with the Securities and Exchange Commission on April 28, 2023.
Dr. Davidson is also expected to enter into the Company’s standard form of indemnification agreement for directors and executive officers.
A press release announcing Dr. Davidson’s nomination is furnished hereto as Exhibit 99.1. The information furnished in Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release dated October 16, 2023. | |
| 104 | Cover Page Interactive Data File (embedded as Inline XBRL document). | |
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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: October 16, 2023 | By: | /s/ Kenneth Galbraith | ||||
| Name: | Kenneth Galbraith | |||||
| Title: | Chair, Chief Executive Officer and President | |||||
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