UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Director Appointment
On February 7, 2024, the board of directors (the “Board”) of Zymeworks Inc. (the “Company”), upon recommendation from the nominating and corporate governance committee of the Board, appointed Dr. Alessandra Cesano as a director of the Company, effective as of February 8, 2024. Dr. Cesano was appointed as a Class I director with a term expiring at the Company’s 2025 annual general meeting of stockholders.
There are no transactions and no proposed transactions between Dr. Cesano or any member of her immediate family and the Company or its subsidiaries that would require disclosure under Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended, and there is no arrangement or understanding between Dr. Cesano and any other person or entity pursuant to which Dr. Cesano was appointed as a director of the Company.
Dr. Cesano will participate in the Company’s standard compensation plan for non-employee directors, including an initial stock option grant to purchase 74,000 shares of common stock, which will be granted to Dr. Cesano on February 8, 2024. The standard compensation plan for non-employee directors is described below. Dr. Cesano will also enter into the Company’s standard form of indemnification agreement for directors and executive officers.
Director Resignation
In addition, on February 6, 2024, Dr. Kenneth Hillan submitted his resignation from the Board, including as chair and member of the nominating and corporate governance committee and as member of the research and development committee of the Board, effective February 8, 2024. Dr. Hillan’s resignation was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Committee Appointments
In connection with Dr. Hillan’s resignation, Dr. Cesano was appointed as a member of the nominating and corporate governance committee and the research and development committee of the Board, replacing Dr. Hillan. Also, Mr. Derek Miller, a current director of the Company and member of the audit committee and the nominating and corporate governance committee of the Board, was appointed as chair of the nominating and corporate governance committee to replace Dr. Hillan.
A press release announcing Dr. Cesano’s appointment to the Board is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Non-Employee Director Compensation Policy
The Company’s Amended and Restated Director Compensation Policy provides for the following cash and equity compensation to our non-employee directors:
Cash Compensation:
| Amount ($) | ||||
| Board of Directors: |
||||
| Member |
40,000 | |||
| Lead Independent Director |
65,000 | |||
| Audit Committee: |
||||
| Member |
10,000 | |||
| Chair |
20,000 | |||
| Compensation Committee: |
||||
| Member |
7,500 | |||
| Chair |
15,000 | |||
| Nominating and Corporate Governance Committee: |
||||
| Member |
5,000 | |||
| Chair |
10,000 | |||
| Research and Development Committee: |
||||
| Member |
6,000 | |||
| Chair |
15,000 | |||
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Equity Compensation:
Non-employee directors will be granted an initial option grant to purchase 74,000 shares of common stock, to be granted on or about the time such director joins the Board, with a vesting schedule of 1/36th of the options vesting on each monthly anniversary of the grant date, subject to the optionee’s continued service through such date.
In addition, non-employee directors will be granted an annual option grant to purchase 37,000 shares of common stock, to be granted at or about the time of the Company’s annual meeting of stockholders, with a vesting schedule of 100% of the options vesting on the date of the next year’s annual meeting of stockholders, subject to the optionee’s continued service through such date.
Upon cessation of a non-employee director’s continued service, each outstanding stock option held by such director is subject to (i) full acceleration of vesting of options granted as annual equity awards in connection with the Company’s 2022 annual meeting of stockholders for directors departing on or after May 24, 2023 and at or prior to the 2023 annual meeting of stockholders held on December 7, 2023 (the “2023 Annual Meeting”) and (ii) pro rata acceleration of vesting of options granted as annual equity awards in connection with the 2023 Annual Meeting for directors departing after the 2023 Annual Meeting, but at or before the Company’s 2024 annual meeting of stockholders, with the pro rata acceleration determined based on the number of full or partial months served as a non-employee director on and after the 2023 Annual Meeting date.
In addition, the post-termination exercise period for vested options held by departing directors is extended to three years following the director’s cessation of service (or, if earlier, upon the expiration of the option).
| Item 8.01 | Other Events. |
Following Dr. Cesano’s appointment to the Board’s nominating and corporate governance committee and research and development committee and Mr. Miller’s appointment as the chair of the Board’s nominating and corporate governance committee, the composition of the committees is as follows:
| Audit Committee |
Compensation Committee |
Nominating and Corporate |
Research and Development | |||
| Carlos Campoy (Chair) | Hollings C. Renton (Chair) | Derek Miller (Chair) | Kelvin Neu (Chair) | |||
| Troy M. Cox | Susan Mahony | Carlos Campoy | Nancy Davidson | |||
| Derek Miller | Nancy Davidson | Alessandra Cesano | Alessandra Cesano |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description | |
| 99.1 | Press Release dated February 8, 2024. | |
| 104 | Cover Page Interactive Data File (embedded as Inline XBRL document). | |
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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.
| ZYMEWORKS INC. | ||||||
| (Registrant) | ||||||
| Date: February 8, 2024 | By: | /s/ Kenneth Galbraith | ||||
| Name: | Kenneth Galbraith | |||||
| Title: | Chair and Chief Executive Officer | |||||
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