8-K

ZYMEWORKS INC.

(Registrant)

Date: May 3, 2019

/s/ Neil Klompas

Name:

Title:

Neil Klompas

Chief Financial Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Rule 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 2, 2019

Zymeworks Inc.

(Exact name of registrant as specified in its charter)


British Columbia, Canada	001-38068	47-2569713
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Suite 540, 1385 West 8th Avenue, Vancouver, British Columbia, Canada		V6H 3V9
(Address of principal executive offices)		(Zip Code)

(604) 678-1388

(Registrant’s telephone number, including area code)

Not Applicable

(Former name of former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares, no par value per share	ZYME	New York Stock Exchange

ITEM 5.07

SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The following information is filed pursuant to Item 5.07, “Submission of Matter to a Vote of Security Holders.”

On May 2, 2019, Zymeworks Inc. (“Zymeworks”), held its 2019 annual meeting of shareholders (the “Annual Meeting”). A total of 128 of the holders of the Company’s common shares were present or represented by proxy at the meeting, representing approximately 73.25% of the Company’s 32,025,299 common shares that were outstanding and entitled to vote at the Annual Meeting as of the record date of March 8, 2019. Set forth below are the matters acted upon by the Company’s shareholders at the Annual Meeting, and the final voting results on each matter. Each of the proposals are described in further detail in the Company’s definitive proxy statement dated March 18, 2019 (the “Proxy”), filed with the Securities and Exchange Commission on March 18, 2019.

Proposal 1

1.	The shareholders voted by way of ballot and the following nominees were elected as directors to serve until their term expires or until their successors are duly elected or appointed. There were 5,051,009 broker non-votes for this proposal.


Nominee	Votes For		% Votes For			Votes Withheld		% Votes Withheld
Kenneth Hillan		18,394,190		99.92	%		14,339		0.08	%
Natalie Sacks		18,395,416		99.93	%		13,113		0.07	%

Proposal 2

2.	The shareholders voted by way of ballot and KPMG LLP, chartered professional accountants, were reappointed as auditors for the Company until the close of the next annual general meeting of shareholders and the directors were authorized to determine their remuneration.


Votes For	% Votes For			Votes Withheld		% Votes Withheld
23,430,739		99.88	%		28,799		0.12	%

A report outlining the voting results described above is filed as exhibit 99.1 hereto.

ITEM 8.01

OTHER EVENTS

The following information is filed pursuant to Item 8.01, “Other Events.”

On May 3, 2019, Zymeworks issued a press release announcing the voting results of its Annual Meeting, which was filed with the Canadian securities regulatory authorities in Canada on the System for Electronic Document Analysis and Retrieval (“SEDAR”) at www.sedar.com. A copy of this press release is respectively filed as exhibit 99.2 hereto.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits


Exhibit No.		Description

99.1		Report on Voting Results

99.2		Press Release issued by Zymeworks Inc. on May 3, 2019

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.