--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-26-043869" form_type: "8-K" ticker: "ZLAB" cik: "0001704292" company_name: "Zai Lab Ltd" filed_at: "2026-06-17T20:05:28+00:00" generated_at: "2026-06-17T20:14:23.416932+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Zai Lab shareholders approve all 14 proposals at 2026 AGM; advisory pay vote sees 28% dissent ## Summary - All director nominees re-elected; Diekman and Wirth had highest against votes (~39M and ~38M). - Advisory vote on executive compensation approved: 392.7M for, 154.6M against (28% dissent). - General mandates to issue and repurchase up to 10% of shares authorized until 2027 AGM. - KPMG LLP and KPMG ratified as independent auditors for FY2026. ## SEC filing metadata - accession: 0001628280-26-043869 - form_type: 8-K - ticker: ZLAB - cik: 0001704292 - company_name: Zai Lab Ltd - filed_at: 2026-06-17T20:05:28+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1704292/000162828026043869/0001628280-26-043869-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1704292/000162828026043869/zlab-20260617.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-26-043869 - JSON: https://secwatch.observer/filing/0001628280-26-043869.json - Plain text: https://secwatch.observer/filing/0001628280-26-043869.txt ## Key facts - Shareholder Votes Zai Lab Ltd shareholders approved Re-election of nine directors to the Board at the 2026-06-17 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-06-17 source text: Proposals 1 to 11 and 13 to 14 in the notice of the Annual Meeting were approved at the Annual Meeting. evidence_url: https://www.sec.gov/Archives/edgar/data/1704292/000162828026043869/0001628280-26-043869-index.htm - Shareholder Votes Zai Lab Ltd shareholders approved Approve the appointment of KPMG LLP and KPMG as auditors at the 2026-06-17 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-06-17 source text: Proposal 10 : 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, 2026, respectively. For Against Abstentions Broker Non-Votes 547,252,626 29,640 2,999,601 - Accordingly, Proposal 10 was carried as an ordinary resolution. evidence_url: https://www.sec.gov/Archives/edgar/data/1704292/000162828026043869/0001628280-26-043869-index.htm - Shareholder Votes Zai Lab Ltd shareholders approved Approve general mandate to repurchase shares up to 10% at the 2026-06-17 meeting. - Outcome: passed - Meeting: 2026-06-17 source text: Proposal 14 : An ordinary resolution to approve a general mandate to repurchase ordinary shares and/or ADSs of up to 10% of the total number of issued ordinary shares of the Company (excluding treasury shares) as of the date of the Annual Meeting until the 2027 annual general meeting of shareholders. For Against Abstentions Broker Non-Votes 547,258,396 25,670 2,997,801 - Accordingly, Proposal 14 was carried as an ordinary resolution. evidence_url: https://www.sec.gov/Archives/edgar/data/1704292/000162828026043869/0001628280-26-043869-index.htm - Shareholder Votes Zai Lab Ltd shareholders approved Advisory vote on compensation of named executive officers at the 2026-06-17 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-06-17 source text: Proposal 12 : 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 392,663,823 154,589,463 3,028,581 - 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 12 was carried as an ordinary resolution. evidence_url: https://www.sec.gov/Archives/edgar/data/1704292/000162828026043869/0001628280-26-043869-index.htm - Shareholder Votes Zai Lab Ltd shareholders approved Approve general mandate to allot and issue shares up to 10% at the 2026-06-17 meeting. - Outcome: passed - Meeting: 2026-06-17 source text: Proposal 13 : An ordinary resolution to approve a general mandate to the Board of Directors to allot and issue ordinary shares and/or ADSs and/or resell treasury shares of up to 10% of the total number of issued ordinary shares of the Company (excluding treasury shares) as of the date of the Annual Meeting until the 2027 annual general meeting of shareholders. For Against Abstentions Broker Non-Votes 546,131,045 1,077,021 3,073,801 - Accordingly, Proposal 13 was carried as an ordinary resolution. evidence_url: https://www.sec.gov/Archives/edgar/data/1704292/000162828026043869/0001628280-26-043869-index.htm - Shareholder Votes Zai Lab Ltd shareholders approved Authorize the board to fix auditor compensation for 2026 at the 2026-06-17 meeting. - Outcome: passed - Meeting: 2026-06-17 source text: Proposal 11 : An ordinary resolution to authorize the board of directors of the Company (the “Board of Directors”) to fix auditor compensation for 2026. For Against Abstentions Broker Non-Votes 546,562,816 714,770 3,004,281 - Accordingly, Proposal 11 was carried as an ordinary resolution. evidence_url: https://www.sec.gov/Archives/edgar/data/1704292/000162828026043869/0001628280-26-043869-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.