ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
(b) Effective September 16, 2019, Nick Bedford retired from his position as a member and Chair of the board of directors (the “Board of Directors”) of Zymeworks Inc. (“Zymeworks” or the “Company”). Mr. Bedford indicated to the Company that his decision to retire was based on personal reasons and not due to any disagreement with the Company or concerns relating to the Company’s operations, policies, or practices.
Following Mr. Bedford’s retirement, Lota Zoth was appointed Chair of the Board of Directors, effective September 16, 2019.
Zymeworks issued a press release regarding Mr. Bedford’s retirement, Ms. Zoth’s appointment as Chair of the Board of Directors and the matters referred to in Item 8.01, below, a copy of which is attached as Exhibit 99.1 hereto.
(c) On September 12, 2019 and effective as of such date, the Company revised the title of Neil Klompas, Chief Financial Officer of the Company, from “Chief Financial Officer” to “Executive Vice President, Business Operations and Chief Financial Officer” in order to more accurately reflect Mr. Klompas’ duties and contributions to the Company.
Mr. Klompas, 47 years old, joined Zymeworks in March 2007 and currently serves as Zymeworks’ Executive Vice President, Business Operations and Chief Financial Officer. Prior to joining Zymeworks, he worked with KPMG LLP in Canada and the United States, most recently (from 2005 to 2007) with KPMG’s Pharmaceuticals, Biotechnology and Medical Device M&A Transaction Services practice in Princeton, New Jersey, where he advised on transactions including mergers, acquisitions, divestitures and strategic alliances. Prior to that, from 2000 to 2005 Mr. Klompas worked with KPMG’s Canadian Biotechnology and Pharmaceuticals practice. Mr. Klompas currently serves on the Board of Prometic Life Sciences Inc. (TSX:PLI ) (OTCQX: PFSCF). Mr. Klompas is a Chartered Professional Accountant and is a member of Chartered Professional Accountants of British Columbia. Mr. Klompas also holds a degree in Microbiology & Immunology from the University of British Columbia. He serves on the faculty advisory board for Biotechnology and Chemistry for Camosun College and as a member of the board of directors of Ovensa Inc., a private biotechnology company.
There is no arrangement or understanding between Mr. Klompas and any other persons pursuant to which his title was revised, nor is there any family relationship between Mr. Klompas and any of the Company’s directors or other executive officers. Further, Mr. Klompas is not a party to any transactions set forth in Item 404(a) of RegulationS-K.
Zymeworks did not enter into or amend any material plan, contract or arrangement with Mr. Klompas in connection with the revision of his title.
On September 17, 2019, Zymeworks announced its strategic decision to voluntarily delist its common shares from the Toronto Stock Exchange (TSX) in Canada (the “TSX Delisting”). With active daily trading on the New York Stock Exchange having accounted for the vast majority of Zymeworks’ liquidity, the Company conducted a thorough evaluation of its dual listing, considering such factors as overall liquidity, the needs of its shareholders, costs, regulatory compliance and complexity, and future capital raising opportunities. In summary, the Company believes that the financial and administrative costs associated with maintaining a dual listing are no longer justified. On September 17, 2019, Zymeworks also filed a material change report with Canadian securities regulators regarding the TSX Delisting. A copy of this material change report is attached as Exhibit 99.2 hereto.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
