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.
As previously reported, effective March 31, 2024 (the “Separation Date”), Zymeworks Inc. (the “Company”) removed Dr. Christopher Astle from the positions of Senior Vice President and Chief Financial Officer, including as the Company’s principal financial officer and principal accounting officer. Over the last two years in his position as Senior Vice President and Chief Financial Officer, Dr. Astle helped with the reset of the Company and to put the Company in a strong financial position, and the Company thanks him for his service.
Pursuant to the terms of Dr. Astle’s amended and restated employment agreement, as amended (the “Employment Agreement”), with the Company, because Dr. Astle’s employment with the Company was terminated without cause, Dr. Astle was eligible to receive certain severance benefits, subject to his entry into a separation agreement with the Company. On April 3, 2024, Dr. Astle and Zymeworks BC Inc., a subsidiary of the Company (“Zymeworks BC”), entered into a separation agreement and release (the “Separation Agreement”) providing for certain benefits in exchange for a release of claims by Dr. Astle and compliance with certain ongoing covenants, including:
| • | Payment of $425,000, less applicable withholdings, equivalent to twelve (12) months of Dr. Astle’s base salary prior to the Separation Date. |
| • | Eligibility for Dr. Astle to participate in the Company’s employee health and dental benefit plans in place immediately prior to the Separation Date for the lesser of (a) twelve (12) months following the Separation Date and (b) the date of enrollment in the benefit plans of a new employer. |
| • | Reimbursement for all reasonable and documented business expenses actually and properly incurred in relation to Zymeworks BC’s and the Company’s business up to the Separation Date. |
Consistent with the terms of Dr. Astle’s outstanding equity awards, Dr. Astle shall have 90 days from the Separation Date to exercise any vested and unexercised options to purchase Company common stock unless such options expire prior to the end of such 90-day period. Dr. Astle’s unvested options to purchase common stock and unvested restricted stock units ceased vesting and were forfeited on the Separation Date.
Pursuant to the terms of the Separation Agreement, Dr. Astle will remain bound by the confidentiality provisions and certain restrictive covenants included in his employment agreement, including non-solicitation and non-competition covenants.
The foregoing description of the Separation Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Separation Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 10.1 | Separation Agreement and Release by and between Zymeworks BC Inc. and Christopher Astle, dated April 3, 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: April 3, 2024 | By: | /s/ Kenneth Galbraith | ||||
| Name: | Kenneth Galbraith | |||||
| Title: | Chair, President, Chief Executive Officer and interim Chief Financial Officer | |||||
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