Attached files

file filename
EX-99.2 - EX-99.2 - Zymeworks Inc.d926828dex992.htm
8-K - 8-K - Zymeworks Inc.d926828d8k.htm

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.