--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-23-022683" form_type: "8-K" ticker: "ZLAB" cik: "0001704292" company_name: "Zai Lab Ltd" filed_at: "2023-06-20T23:59:59+00:00" generated_at: "2026-06-13T21:26:21.790053+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.4 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Zai Lab 2023 AGM: directors re-elected, share mandate approved, exec compensation passes ## Summary - All director nominees re-elected except Michel Vounatsos (elected as new director); each with >85% support. - Advisory vote on executive compensation passed with 528.4M for, 332.8M against (~38.6% opposition). - Share issuance mandate (up to 20% of shares) approved narrowly: 445.6M for vs 415.6M against (51.7% for). - Proposal to fix auditor compensation and appointment of KPMG as auditor for FY 2023 approved with near-unanimity. - Proposal 15 (alternative 10% mandate) dropped because Proposal 14 passed. ## SEC filing metadata - accession: 0001628280-23-022683 - form_type: 8-K - ticker: ZLAB - cik: 0001704292 - company_name: Zai Lab Ltd - filed_at: 2023-06-20T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.4 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1704292/000162828023022683/0001628280-23-022683-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1704292/000162828023022683/zlab-20230620.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-23-022683 - JSON: https://secwatch.observer/filing/0001628280-23-022683.json - Plain text: https://secwatch.observer/filing/0001628280-23-022683.txt ## Key facts - Shareholder Votes Zai Lab Ltd shareholders approved Approve a general mandate to allot and issue ordinary shares and/or ADSs up to 20% of issued shares at the 2023-06-20 meeting. - Outcome: passed - Meeting: 2023-06-20 source text: Proposal 14 : (14) AS AN ORDINARY RESOLUTION: to approve a general mandate to the Board of Directors to allot and issue ordinary shares and/or ADSs of up to 20% of the total number of issued ordinary shares of the Company as of the date of passing of such ordinary resolution up to the 2024 annual general meeting of shareholders. For Against Abstentions Broker Non-Votes 445,577,099 415,625,301 10,776,490 - Accordingly, Proposal 14 was carried evidence_url: https://www.sec.gov/Archives/edgar/data/1704292/000162828023022683/0001628280-23-022683-index.htm - Shareholder Votes Zai Lab Ltd shareholders approved Advisory vote on compensation of named executive officers at the 2023-06-20 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-06-20 source text: Proposal 13 : (13) AS AN ORDINARY RESOLUTION: to approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the Proxy Statement. For Against Abstentions Broker Non-Votes 528,433,772 332,768,748 10,776,370 - Accordingly, the Company’s shareholders voted for an advisory vote on the compensation of the named executive officers, as disclosed in the Proxy Statement. Proposal 13 was carried as an ordinary resolution. evidence_url: https://www.sec.gov/Archives/edgar/data/1704292/000162828023022683/0001628280-23-022683-index.htm - Shareholder Votes Zai Lab Ltd shareholders approved Authorize the board of directors to fix auditor compensation for 2023 at the 2023-06-20 meeting. - Outcome: passed - Meeting: 2023-06-20 source text: Proposal 12 : (12) AS AN ORDINARY RESOLUTION: to authorize the board of directors of the Company (the Board of Directors) to fix auditor compensation for 2023. For Against Abstentions Broker Non-Votes 871,888,360 66,680 23,850 - Accordingly, Proposal 12 was carried as an ordinary resolution. evidence_url: https://www.sec.gov/Archives/edgar/data/1704292/000162828023022683/0001628280-23-022683-index.htm - Shareholder Votes Zai Lab Ltd shareholders approved Approve the appointment of KPMG LLP and KPMG as the Company’s independent registered public accounting firms and auditors at the 2023-06-20 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-06-20 source text: Proposal 11 : (11) AS AN ORDINARY RESOLUTION: to approve the appointment of KPMG LLP and KPMG as the Company’s independent registered public accounting firms and auditors to audit our consolidated financial statements to be filed with the SEC and the Stock Exchange of Hong Kong Limited (the Hong Kong Stock Exchange) for the year ending December 31, 2023, respectively. For Against Abstentions Broker Non-Votes 871,945,920 10,640 22,330 - Accordingly, Proposal 11 was carried as an ordinary resolution. evidence_url: https://www.sec.gov/Archives/edgar/data/1704292/000162828023022683/0001628280-23-022683-index.htm - Shareholder Votes Zai Lab Ltd shareholders approved Re-election of directors at the 2023-06-20 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-06-20 source text: Proposal 1 : (1) AS AN ORDINARY RESOLUTION: to re-elect Samantha (Ying) Du to serve as a director until the 2024 annual general meeting of shareholders and until her successor is duly elected and qualified, subject to her earlier resignation or removal. For Against Abstentions Broker Non-Votes 864,416,850 5,947,360 1,614,680 - Accordingly, Proposal 1 was carried as an ordinary resolution. evidence_url: https://www.sec.gov/Archives/edgar/data/1704292/000162828023022683/0001628280-23-022683-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.