Zymeworks (ZYME) Proxy filing summary

Executive summary

• Virtual annual meeting scheduled for December 15, 2026; holders of common stock and eligible exchangeable shares vote on six proposals, with the Board recommending approval of all except its one-year say-on-pay frequency choice.

• Key governance items include replacing the expiring employee stock purchase plan and phasing out the classified Board by the 2029 annual meeting, subject to stockholder approval.

Voting matters and shareholder proposals

• Proposals cover three Class II director elections, advisory say-on-pay, say-on-pay frequency, the 2026 ESPP, Board declassification, and ratification of KPMG for FY 2026; the Board recommends FOR all nominees and proposals, and 1 YEAR for frequency.

• The three director nominees are Brian N. Cherry, Gregory A. Ciongoli, and Oleg Nodelman; each is currently a director and was determined independent under applicable standards.

• The ESPP would reserve 2,000,000 shares, without an evergreen increase; it is intended to replace the current plan after its final December 31, 2026 purchase and remain effective through December 15, 2046 unless ended earlier.

• ESPP participants may contribute 1%–15% of eligible compensation; shares are purchasable at 85% of the lower of offering-date or exercise-date fair market value.

• Declassification requires 66 2/3% of outstanding voting power; other substantive proposals generally require a majority of votes cast, while the highest-supported say-on-pay frequency is advisory and intended to guide future votes.

Board of directors and corporate governance

• The Board has nine seats; all directors except CEO and Chair Kenneth Galbraith are deemed independent. Susan Mahony serves as lead independent director, with separate chairs for Board committees.

• The Board met eight times in FY 2025; independent directors are to meet in executive session at least twice annually. The research and development committee was dissolved in November 2025.

• If approved, declassification begins with one-year terms for directors elected at the 2027 and 2028 meetings; all directors would be elected annually starting at the 2029 meeting, while current terms remain unchanged.

• Ownership guidelines set targets by December 2028 of 100,000 shares for the CEO, 25,000 for other executive officers, and 10,000 for covered non-management directors; covered leaders must retain service-related shares until targets are met.

• Nominee selection considers skills, experience, diversity and board composition; no specific diversity targets are set, and stockholder-recommended candidates are assessed on the same basis as other candidates.