Item 5.02 Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 10, 2023, the board of directors (the “Board”) of Zymeworks Inc. (the “Company”), upon recommendation from the nominating and corporate governance committee of the Board, voted to appoint Derek Miller as a director of the Company, effective immediately. Mr. Miller was appointed as a Class II director with a term expiring at the Company’s 2023 annual general meeting of stockholders.
There are no transactions and no proposed transactions between Mr. Miller or any member of his 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, and there is no arrangement or understanding between Mr. Miller and any other person or entity pursuant to which Mr. Miller was appointed as a director of the Company.
Mr. Miller will not be named to any committees of the Board in connection with his appointment.
Mr. Miller 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 was granted to Mr. Miller on April 10, 2023. The standard compensation plan for non-employee directors is described in the section titled “Director Compensation” of the Company’s definitive proxy statement on Schedule 14A filed on November 25, 2022.
Mr. Miller will enter into the Company’s standard form of indemnification agreement for directors and executive officers.
A press release announcing Mr. Miller’s appointment to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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