SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K
CURRENT REPORT
Pursuant to Rule 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 8, 2018
Zymeworks Inc.
(Exact name of registrant as specified in its charter)
| | | | |
| British Columbia, Canada | | 001-38068 | | 47-2569713 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| |
| Suite 540, 1385 West 8th Avenue, Vancouver, British Columbia, Canada | | V6H 3V9 |
| (Address of principal executive offices) | | (Zip Code) |
(604)678-1388
(Registrant’s telephone number, including area code)
Not Applicable
(Former name of former address, if changed since last report)
Check the appropriate box below if the Form8-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 Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| | ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| | ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 Rule12b-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 5.07 | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS |
On June 7, 2018, Zymeworks Inc. (the “Company”), held its 2018 annual and special meeting of shareholders (the “Annual Meeting”). A total of 97 of the holders of the Company’s common shares were present or represented by proxy at the meeting, representing approximately 69.41% of the Company’s 25,464,460 common shares that were outstanding and entitled to vote at the meeting as of the record date of April 20, 2018. Set forth below are the matters acted upon by the Company’s shareholders at the Annual Meeting, and the final voting results on each matter. Each of the proposals are described in further detail in the Company’s management proxy circular dated May 2, 2018 (the “Circular”), furnished to the Securities and Exchange Commission as exhibit 99.1 to the Company’s Form8-K dated May 16, 2018.
Proposal 1
| 1. | The shareholders voted by way of ballot and the following nominees were elected as directors to serve until immediately before the election of directors at the next annual meeting of shareholders or until their successors are duly elected or appointed. There were 5,633,471 brokernon-votes for this proposal. |
| | | | | | | | |
| Nominee | | Votes For | | % Votes For | | Votes Withheld | | % Votes Withheld |
Dr. Ali Tehrani | | 11,899,212 | | 98.82 | | 141,178 | | 1.18 |
Nick Bedford | | 11,899,174 | | 98.82 | | 141,756 | | 1.18 |
Proposal 2
| 2. | 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 |
17,624,971 | | 99.72 | | 49,430 | | 0.28 |
Proposal 3
| 3. | The shareholders voted by way of ballot and approved the proposed amendments to the Company’s stock option plan, as more particularly described in the Circular. There were 5,633,471 brokernon-votes for this proposal. |
| | | | | | |
| Votes For | | % Votes For | | Votes Against | | % Votes Against |
10,333,495 | | 85.82 | | 1,707,435 | | 14.18 |
Proposal 4
| 4. | The shareholders voted by way of ballot and approved the proposed amendments to the Company’s employee stock purchase plan, as more particularly described in the Circular. There were 5,633,471 brokernon-votes for this proposal. |
| | | | | | |
| Votes For | | % Votes For | | Votes Against | | % Votes Against |
11,901,972 | | 98.85 | | 138,958 | | 1.15 |
A report outlining the voting results described above is filed as exhibit 99.1 hereto.
On June 7, 2018, Zymeworks issued a press release announcing the voting results of its Annual Meeting, which was filed with the Canadian securities regulatory authorities in Canada on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com. A copy of this press release is respectively filed as exhibit 99.2 hereto.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
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: June 8, 2018 | | | | By: | | /s/ Neil Klompas |
| | | | Name: Title: | | Neil Klompas Chief Financial Officer |
