Attached files
| file | filename |
|---|---|
| EX-99.2 - EX-99.2 - Zymeworks Inc. | d623070dex992.htm |
| 8-K - 8-K - Zymeworks Inc. | d623070d8k.htm |
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
Exhibit A
Final Scrutineer’s Report
Please see attached.
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.
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% |
| TOTAL SHAREHOLDERS VOTED BY PROXY: | 167 | |
| TOTAL SHARE ISSUED & OUTSTANDING: | 46,164,051 | |
| TOTAL SHARES VOTED: | 28,941,125 | |
| TOTAL % OF SHARES VOTED: | 62.69% |
 |
|
| ANITA BASI | |
| SCRUTINEER |
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.
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.
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.