Zymeworks Inc

1. 1

   Election of Class II Directors

   ManagementBoard: FOR

   Elect Brian N. Cherry, Gregory A. Ciongoli, and Oleg Nodelman as Class II directors to serve until the 2029 annual meeting or until their successors are elected and qualified.

2. 2

   Advisory Vote on Compensation of Named Executive Officers

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   Proposal 2 asks stockholders to approve, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. The resolution covers the executive compensation discussion, compensation tables, and related narrative disclosure. Management is seeking approval under Section 14A of the Exchange Act through the company’s recurring say-on-pay process. The Company states that its compensation program is intended to attract, retain, and motivate executives while aligning their interests with stockholders. The program combines base salary, annual cash incentives tied to corporate goals, and long-term equity incentives consisting of stock options and restricted stock units. For 2025, the compensation committee assessed achievement of corporate goals at 87.75% and approved bonuses for the named executive officers. The Company reports that the 2025 advisory vote received approximately 94% support, and the committee concluded that no significant compensation-policy changes were necessary in response. The Board recommends voting FOR because it believes the compensation program supports long-term success and will consider the vote in future compensation decisions. The vote is advisory and is not binding on the Company, the Board, or the compensation committee.

3. 3

   Advisory Vote on Frequency of Say-on-Pay Votes

   ManagementBoard: FOR

   Indicate whether future advisory votes on named executive officer compensation should occur every one, two, or three years.

   More detail

   Proposal 3 asks stockholders to express a non-binding preference for how frequently the Company should conduct future advisory votes on named executive officer compensation. The available choices are every one year, every two years, every three years, or abstention. The vote is required under Section 14A of the Exchange Act and is held at least once every six years. The Board recommends an annual frequency because it believes yearly voting provides the most timely feedback on executive compensation practices. Annual voting would allow stockholders to respond more frequently to changes in compensation design, performance, and market conditions. The Board emphasizes that stockholders are indicating a preference rather than approving or rejecting a binding governance rule. The alternative receiving the highest number of votes will be deemed the stockholders’ preferred frequency, even if it does not receive a majority. The Board and compensation committee state that they intend to follow the frequency receiving the most support in future say-on-pay votes. The recommendation is consistent with the Company’s current practice of holding annual advisory compensation votes. The Board therefore recommends voting for “1 YEAR.”

4. 4

   Approval of the 2026 Employee Stock Purchase Plan

   ManagementBoard: FOR

   Approve a new employee stock purchase plan that will replace the existing plan after the final December 31, 2026 purchase and authorize up to 2,000,000 shares for employee purchases.

   More detail

   Proposal 4 asks stockholders to approve the Company’s 2026 Employee Stock Purchase Plan. The plan is intended to replace the Current ESPP after a final purchase on December 31, 2026, rather than add an incremental program on top of the existing plan. It would authorize up to 2,000,000 shares, approximately 2.84% of outstanding shares as of October 21, 2026. The requested reserve is broadly comparable to the shares expected to remain available under the Current ESPP after the final purchase, and management says it is not requesting additional shares over that amount. Unlike the Current ESPP, the proposed plan would not contain an evergreen provision automatically increasing the share reserve. Eligible employees generally could contribute 1% to 15% of eligible compensation through payroll deductions and purchase shares at 85% of the lower of the offering-date or exercise-date fair market value, subject to plan limits. The plan includes both a tax-qualified Section 423 component and a non-qualified component for certain non-U.S. participation. Management is seeking approval because it believes an employee stock purchase plan helps attract, motivate, retain, and align employees with stockholders. The plan would remain effective for 20 years unless terminated earlier, and the Board recommends voting FOR.

5. 5

   Approval of Charter Amendment to Declassify the Board of Directors

   ManagementBoard: FOR

   Approve an amendment and restatement of the certificate of incorporation that phases out the classified three-class Board structure and provides for annual director elections beginning with the 2029 annual meeting.

   More detail

   Proposal 5 asks stockholders to approve an amendment and restatement of the Company’s certificate of incorporation to eliminate the classified Board structure. The current nine-member Board is divided into three classes, with each class serving staggered three-year terms. If approved, the transition would preserve the three-year terms of directors elected at the 2026 annual meeting while shortening later successor terms as the classification phases out. Class III successors elected in 2027 would serve one-year terms, and directors elected in 2028 would also serve one-year terms. Beginning with the 2029 annual meeting, all directors would be elected annually for one-year terms. Management presents declassification as a governance change that would make directors more accountable because stockholders could express views on each director every year. The proxy also acknowledges that classified boards can promote continuity, stability, long-term planning, and protection against coercive takeover tactics. The proposed amendment would not alter the Board’s authority to fill vacancies or change the number of directors. Approval requires at least 66 2/3% of the voting power of outstanding shares, with abstentions and broker non-votes treated as votes against. The Board recommends voting FOR because it believes declassification is advisable and in the best interests of the Company and its stockholders.

6. 6

   Ratification of Appointment of Auditors

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

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When is the Zymeworks Inc 2026 annual meeting?

Zymeworks Inc (ZYME) holds its 2026 annual shareholder meeting on Tuesday, December 15, 2026.

What is the record date for the Zymeworks Inc 2026 meeting?

The record date for the Zymeworks Inc 2026 meeting is Wednesday, October 21, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Zymeworks Inc's 2026 meeting?

The board is presenting 3 director nominees at the Zymeworks Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Zymeworks Inc 2026 meeting?

Shareholders will vote on 6 proposals at the Zymeworks Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.