Zai Lab (ZLAB) Proxy filing summary

Executive summary

• The annual meeting will be held on June 17, 2026, both in-person in Shanghai and virtually, to vote on director re-elections, auditor appointments, executive compensation, and share issuance/repurchase mandates.

• All nine current directors are nominated for re-election, with detailed biographical and independence information provided.

• Shareholders will also vote on auditor appointments, compensation matters, and general mandates for share issuance and repurchase.

Voting matters and shareholder proposals

• Proposals include re-election of nine directors, approval of KPMG LLP and KPMG as auditors, authorization for the board to set auditor compensation, advisory approval of executive compensation, and mandates to issue or repurchase up to 10% of shares.

• All proposals require a simple majority of votes cast; the board recommends voting in favor of each.

Board of directors and corporate governance

• The board consists of nine members, most of whom are independent, with a lead independent director and annual elections.

• Five standing committees (Audit, Compensation, Nominating and Corporate Governance, Research and Development, Commercial) oversee key areas, all with independent directors.

• The board conducts annual self-evaluations and succession planning, and maintains robust nomination and diversity policies.