Zymeworks (ZYME) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on December 30, 2025, with stockholders of record as of November 3, 2025, eligible to vote on key proposals including director elections, executive compensation, and auditor ratification.

• Proxy materials are distributed primarily via the Internet to reduce costs and environmental impact, with options for paper copies upon request.

• Voting can be conducted online, by phone, or by mail, and a quorum requires at least 33 1/3% of voting power present or represented by proxy.

Voting matters and shareholder proposals

• Stockholders will vote on electing three Class I directors, an advisory say-on-pay vote for executive compensation, and ratification of KPMG as auditors for 2025.

• The board recommends voting FOR all director nominees, FOR the executive compensation advisory vote, and FOR auditor ratification.

• Shareholders may submit proposals or director nominations for the 2026 annual meeting, following advance notice and procedural requirements.

Board of directors and corporate governance

• The board consists of nine directors with staggered three-year terms, a majority of whom are independent under Nasdaq standards.

• Recent changes include resignations and new appointments, with a focus on diversity and relevant industry experience.

• Committees include audit, compensation, and nominating/governance, each with independent members and defined charters.

• Stock ownership guidelines for non-management directors were adopted in September 2025, requiring 10,000 shares by September 2028.