Zymeworks (ZYME) Proxy filing summary

Executive summary

• Virtual annual meeting set for Dec. 15, 2026; voting record date Oct. 21, 2026, with six proposals covering directors, executive pay, the ESPP, board declassification and auditor ratification.

• The Board recommends all three nominees, FOR Proposals 2, 4, 5 and 6, and a 1-year say-on-pay voting frequency.

Voting matters and shareholder proposals

• Proposal 1 seeks election of Brian N. Cherry, Gregory A. Ciongoli and Oleg Nodelman to three-year terms ending in 2029; the election is decided by plurality.

• Proposal 2 is an advisory say-on-pay vote; Proposal 3 asks shareholders to choose annual, biennial or triennial votes, with the most-voted option guiding future frequency.

• Proposal 4 seeks approval of a 2,000,000-share ESPP, replacing the current plan after its Dec. 31, 2026 purchase; the proposed plan has no evergreen increase and a 20-year term.

• Proposal 5 would phase out the classified board by 2029; approval requires 66 2/3% of outstanding voting power. Proposal 6 seeks ratification of KPMG for FY2026.

Board of directors and corporate governance

• The nine-member board has a majority of independent directors; Kenneth Galbraith combines Chair, CEO and President roles, with Susan Mahony serving as lead independent director.

• If declassification passes, directors elected in 2027 and 2028 receive one-year terms as the transition proceeds; all directors would stand for annual election starting in 2029.

• The board dissolved its research and development committee in November 2025; the nominating and corporate governance committee oversees director nominations, board evaluations and governance guidelines.

• New ownership guidelines set targets of 10,000 shares for covered non-management directors, 100,000 for the CEO and 25,000 for other executives, generally due by 2028 or within three years of appointment.