---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-23-291692"
form_type: "8-K"
ticker: "ZYME"
cik: "0001937653"
company_name: "Zymeworks Inc."
filed_at: "2023-12-08T23:59:59+00:00"
generated_at: "2026-06-07T15:46:20.025607+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "high"
source: SEC EDGAR
---

# Zymeworks stockholders elect directors, approve say-on-pay; board revises director compensation

## Summary
- Elected Nancy Davidson, Derek Miller, Hollings Renton as directors; Davidson received 98.04% votes for.
- Advisory vote on NEO compensation approved with 74.71% votes for, 24.41% against.
- Ratified KPMG as auditors for 2023 with 96.74% votes for.
- After Lota Zoth departure, Susan Mahony appointed lead independent director; committee chairs revised.
- Director comp increased: audit chair cash retainer to $20k; initial option grant raised to 74k shares, annual to 37k.

## SEC filing metadata
- accession: 0001193125-23-291692
- form_type: 8-K
- ticker: ZYME
- cik: 0001937653
- company_name: Zymeworks Inc.
- filed_at: 2023-12-08T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: high
- sec_items: 5.07, 8.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1937653/000119312523291692/0001193125-23-291692-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1937653/000119312523291692/d451961d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-291692
- JSON: https://secwatch.observer/filing/0001193125-23-291692.json
- Plain text: https://secwatch.observer/filing/0001193125-23-291692.txt

## Key facts
- Shareholder Votes
  Zymeworks Inc. shareholders approved Ratification of appointment of KPMG LLP as auditors for the year ending December 31, 2023 at the 2023-12-07 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-12-07
  source text: Proposal 3 – Ratification of Appointment of Auditor 3. The securityholders ratified the appointment of KPMG LLP, chartered professional accountants, as the Company’s auditors for the year ending December 31, 2023. There were 0 broker non-votes for this proposal. Votes For % Votes For Votes Against % Votes Against Votes Abstaining % Votes Abstaining 51,687,701 96.74% 1,319,072 2.47% 424,459 0.79%
  evidence_url: https://www.sec.gov/Archives/edgar/data/1937653/000119312523291692/0001193125-23-291692-index.htm
- Shareholder Votes
  Zymeworks Inc. shareholders approved Advisory vote on the compensation of named executive officers at the 2023-12-07 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2023-12-07
  source text: Proposal 2 – Advisory Vote on the Compensation of Named Executive Officers 2. The securityholders approved, on an advisory and non-binding basis, the compensation of the Company’s named executive officers. There were 4,149,809 broker non-votes for this proposal. Votes For % Votes For Votes Against % Votes Against Votes Abstaining % Votes Abstaining 36,821,646 74.71% 12,028,369 24.41% 431,408 0.88%
  evidence_url: https://www.sec.gov/Archives/edgar/data/1937653/000119312523291692/0001193125-23-291692-index.htm
- Shareholder Votes
  Zymeworks Inc. shareholders approved Election of directors at the 2023-12-07 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2023-12-07
  source text: Proposal 1 – Election of Directors 1. The following nominees were elected as directors to serve until their term expires or until their successors are duly elected or appointed. Nominee Votes For % Votes For Votes Withheld % Votes Withheld Broker Non- Votes Nancy Davidson 48,316,787 98.04% 964,636 1.96% 4,149,809 Derek Miller 46,824,107 95.01% 2,457,316 4.99% 4,149,809 Hollings C. Renton 38,415,977 77.95% 10,865,446 22.05% 4,149,809
  evidence_url: https://www.sec.gov/Archives/edgar/data/1937653/000119312523291692/0001193125-23-291692-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.