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8-K - 8-K - Zymeworks Inc.d596822d8k.htm
EX-99.2 - EX-99.2 - Zymeworks Inc.d596822dex992.htm

Exhibit 99.1

ZYMEWORKS INC.

(the “Company”)

Annual General and Special Meeting of Shareholders

June 7, 2018

REPORT OF VOTING RESULTS

Section 11.3 of National Instrument 51-102Continuous Disclosure Obligations

 

Common Shares represented at the Meeting:

   17,674,401

Total issued and outstanding Common Shares as at record date:

   25,464,460

Percentage of issued and outstanding Common Shares represented:

   69.41%

Business of the Meeting

 

1. The Shareholders voted by way of ballot and the following nominees were elected as Directors to serve until immediately before the election of Directors at the next annual meeting of Shareholders or until their successors are duly elected or appointed.

 

Nominee    Votes For    % Votes For   Votes Withheld    % Votes Withheld

Dr. Ali Tehrani

   11,899,212    98.82%   141,718    1.18%

Nick Bedford

   11,899,174    98.82%   141,718    1.18%

 

2. The Shareholders voted by way of ballot and KPMG LLP, Chartered Professional Accountants, were reappointed as Auditors of the Company until the close of the next annual general meeting of Shareholders and the Directors were authorized to determine their remuneration.

 

Votes For    % Votes For   Votes Withheld    % Votes Withheld

17,624,971

   99.72%   49,430    0.28%

 

3. The Shareholders voted by way of ballot and approved the proposed amendments to the Company’s stock option plan, as more particularly described in the Management Information Circular dated May 2, 2018 (the “Circular”).

 

Votes For    % Votes For   Votes Against    % Votes Against

10,333,495

   85.82%   1,707,435    14.18%

 

4. The Shareholders voted by way of ballot and approved the proposed amendments to the Company’s employee stock purchase plan, as more particularly described in the Circular.

 

Votes For    % Votes For   Votes Against    % Votes Against

11,901,972

   98.85%   138,958    1.15%

The final scrutineer’s report is attached to this report as Exhibit A.

No other business was voted upon at the Meeting.

Dated: June 7, 2018


Exhibit A

Please see attached.


ZYMEWORKS INC.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

HELD ON JUNE 7, 2018

 

 

PREPARED BY

 

 

LOGO

COMPUTERSHARE INVESTOR SERVICES INC.

VANCOUVER


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ZYMEWORKS INC.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

HELD ON JUNE 7, 2018

FINAL SCRUTINEERS’ REPORT

 

        4

   SHAREHOLDERS IN PERSON, REPRESENTING      114,030       SHARES  

        93

   SHAREHOLDERS BY PROXY, REPRESENTING      17,560,371       SHARES  

        97

   TOTAL SHAREHOLDERS, HOLDING      17,674,401       SHARES  
   TOTAL ISSUED AND OUTSTANDING AS AT RECORD DATE:      25,464,460    
   PERCENTAGE OF OUTSTANDING SHARES           
   REPRESENTED AT THE MEETING:      69.41  

 

LOGO

    

LOGO

 

ANITA BASI

SCRUTINEER

    

 

DAVID CAVASIN

SCRUTINEER

The figures reported by Computershare in its capacity as Scrutineer represent our tabulation of proxies returned to us by registered securityholders and, if Computershare has mailed voting instruction forms (VIFs) directly to non-objecting beneficial owners (NOBOs) on behalf of the issuer, VIFs returned directly to us by NOBOs, combined with cumulative reports of beneficial holder voting compiled and submitted by one or more third parties. As such, Computershare is only responsible for, and warrants the accuracy of our own tabulation of proxies and VIFs. Computershare is not responsible for and does not warrant the accuracy of the cumulative reports of beneficial holder voting submitted by any third party.

If Computershare has mailed voting instruction forms directly to NOBOs on behalf of the issuer, these have been distributed on the basis of electronic files received by Computershare from intermediaries or their agents. Although Computershare reconciles these records to the Form 54-101F4 Omnibus Proxy delivered to us as required under National Instrument 54-101, in some cases insufficient securities may be held within Intermediary positions at The Canadian Depository for Securities, Limited as at record date to support all securities represented. In these cases, if the situation cannot be rectified, over voting rules are applied as directed by the Chair.

Upon receipt of any cumulative reports of beneficial holder voting compiled and submitted by one or more third parties, Computershare reviews the total votes received for each intermediary and reconciles the number to the position available to the intermediary on any omnibus proxy or supplemental omnibus proxy received. In the event the intermediary’s position is insufficient to allow for the tabulation of the entire vote, Computershare may, but shall not be required to, take steps to rectify the situation. In the event the situation is not rectified, over voting rules are applied as directed by the Chair.

Acting on the direction of the Chair of the meeting, Computershare may have included in our reports, the details of beneficial holders attending in person, whose ownership or previous voting status we cannot confirm or verify but whose identity may be supported by documentation, such as a VIF issued by a third party. In such cases, Computershare makes no warranty or representation as to the accuracy of the numbers included as a result of the direction from the Chair, and assumes no liability or responsibility whatsoever for their inclusion in our report as Scrutineer.


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ZYMEWORKS INC.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

HELD ON JUNE 7, 2018

REPORT ON PROXIES

 

    NUMBER OF SHARES     PERCENTAGE OF VOTES
CAST
 

MOTIONS

  FOR     AGAINST     WITHHELD/
ABSTAIN
    SPOILED     NON VOTE     FOR     AGAINST     WITHHELD/
ABSTAIN
 

ALI TEHRANI

    11,785,182       0       141,718       0       5,633,471       98.81     0.00     1.19

NICK BEDFORD

    11,785,144       0       141,756       0       5,633,471       98.81     0.00     1.19

APPOINTMENT OF AUDITORS

    17,510,941       0       49,430       0       0       99.72     0.00     0.28

AMENDMENT AND RESTATEMENT OF STOCK OPTION PLAN

    10,219,465       1,707,435       0       0       5,633,471       85.68     14.32     0.00

AMENDMENT AND RESTATEMENT OF EMPLOYEE STOCK PURCHASE PLAN

    11,787,942       138,958       0       0       5,633,471       98.83     1.17     0.00

 

TOTAL SHAREHOLDERS VOTED BY PROXY:

     93  

TOTAL SHARES ISSUED & OUTSTANDING:

     25,464,460  

TOTAL SHARES VOTED:

     17,560,371  

TOTAL% OF SHARES VOTED:

     68.96

LOGO

 

LOGO

 

ANITA BASI

SCRUTINEER

 

 

DAVID CAVASIN

SCRUTINEER

 


LOGO

ZYMEWORKS INC.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

HELD ON JUNE 7, 2018

LIST OF SHAREHOLDERS ATTENDING IN PERSON

 

NAME

   SHARES VOTED IN
PERSON
     SHARES VOTED BY
PROXY
 

MARY A BERTRAM

     43,107        0        (APPOINTMENT

T GEOFFREY BERTRAM

     21,553        0        (APPOINTMENT

RYAN DERCHO

     49,054        0     

MATTHEW BASSETT

     0        611     

ALI TEHRANI

     0        256,009     

IGOR WIDLINSKI

     0        2,511     
     316        0     
  

 

 

    

 

 

    

TOTAL

     114,030        259,131     

TOTAL APPOINTEES AT MEETING:

        2     

TOTAL SHAREHOLDERS VOTED IN PERSON:

        4     

TOTAL SHAREHOLDERS IN ATTENDANCE:

        6     


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ZYMEWORKS INC.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

HELD ON JUNE 7, 2018

APPOINTEE SUMMARY

 

    

APPOINTEE NAME: MARY A BERTRAM

 

 
     NUMBER OF SHARES REPRESENTED      PERCENTAGE OF SHARES  

MOTIONS

   FOR      AGAINST      WITHHELD/
ABSTAIN
     DISCRETION      FOR     AGAINST     WITHHELD/
ABSTAIN
    DISCRETION  

ALI TEHRANI

     0        0        0        43,107        0.00     0.00     0.00     100.00

NICK BEDFORD

     0        0        0        43,107        0.00     0.00     0.00     100.00

APPOINTMENT OF AUDITORS

     0        0        0        43,107        0.00     0.00     0.00     100.00

AMENDMENT AND RESTATEMENT OF STOCK OPTION PLAN

     0        0        0        43,107        0.00     0.00     0.00     100.00

AMENDMENT AND RESTATEMENT OF EMPLOYEE STOCK PURCHASE PLAN

     0        0        0        43,107        0.00     0.00     0.00     100.00

TOTAL SHARES REPRESENTED:

        43,107                 

TOTAL PROXIES REPRESENTED:

        1                 


LOGO

ZYMEWORKS INC.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

HELD ON JUNE 7, 2018

APPOINTEE SUMMARY

 

    

APPOINTEE NAME: T GEOFFREY BERTRAM

 

 
     NUMBER OF SHARES REPRESENTED      PERCENTAGE OF SHARES  

MOTIONS

   FOR      AGAINST      WITHHELD/
ABSTAIN
     DISCRETION      FOR     AGAINST     WITHHELD/
ABSTAIN
    DISCRETION  

ALI TEHRANI

     0        0        0        21,553        0.00     0.00     0.00     100.00

NICK BEDFORD

     0        0        0        21,553        0.00     0.00     0.00     100.00

APPOINTMENT OF AUDITORS

     0        0        0        21,553        0.00     0.00     0.00     100.00

AMENDMENT AND RESTATEMENT OF STOCK OPTION PLAN

     0        0        0        21,553        0.00     0.00     0.00     100.00

AMENDMENT AND RESTATEMENT OF EMPLOYEE STOCK PURCHASE PLAN

     0        0        0        21,553        0.00     0.00     0.00     100.00

TOTAL SHARES REPRESENTED:

        21,553                 

TOTAL PROXIES REPRESENTED:

        1                 


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ZYMEWORKS INC.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

HELD ON JUNE 7, 2018

FINAL REPORT ON BALLOT

MOTION #1

ELECTION OF DIRECTORS

I, the undersigned scrutineer, hereby report that the result of the vote by ballot with respect to the above matter is as follows:

 

NAME    VOTES IN FAVOR            WITHHELD  

ALl TEHRANI

     11,899,212        98.82     141,718        1.18

NICK BEDFORD

     11,899,174        98.82     141,756        1.18

 

LOGO

  

LOGO

 

Anita Basi

Scrutineer

  

 

David Cavasin

Scrutineer

The figures reported by Computershare in its capacity as Scrutineer represent our tabulation of proxies returned to us by registered shareholders (and voting instruction forms returned directly to us by non-objecting beneficial holders, if applicable) combined with unaudited reports of beneficial holder voting supplied by one or more third parties. As such we are only responsible for and warrant the accuracy of our own tabulation. Computershare is not responsible for and does not warrant the accuracy of the unaudited reports of beneficial holders supplied by third parties.

If Computershare has mailed voting instruction forms directly to non-objecting beneficial holders on behalf of issuers, these have been distributed on the basis of electronic files received by Computershare from intermediaries or their agents. As Computershare has no direct access to intermediary records, Computershare is unable to reconcile the details of non-objecting beneficial ownership as provided to us with the details of intermediary positions within the records of the Canadian Depository for Securities. In some cases, insufficient shares may be held within intermediary positions at the Depository as at record date to support the shares represented by voting instruction forms received directly from non-objecting beneficial holders or returned to us by third parties. In these cases, overvoting rules are applied as directed by the Chair.

In addition, acting on the instructions of the Chair of the meeting, we may have included in our report on attendance, the details of beneficial holders attending in person, whose ownership we cannot directly confirm or verify but which may be supported by documentation such as a voting instruction form supplied by a third party. In such cases, Computershare makes no warranty or representation as to the accuracy of the numbers included as a result of the instructions from the Chair, delivery of which to Computershare is hereby acknowledged by the recipient of this report, and assumes no liability or responsibility whatsoever for their inclusion in our report as Scrutineer.


LOGO

ZYMEWORKS INC.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

HELD ON JUNE 7, 2018

FINAL REPORT ON BALLOT

MOTION #2

APPOINTMENT OF AUDITORS

I, the undersigned scrutineer, hereby report that the result of the vote by ballot with respect to the above matter is as follows:

 

     Shares      Percentage  

FOR THE MOTION:

     17,624,971        99.72
  

 

 

    

 

 

 

WITHHOLD THE MOTION:

     49,430        0.28
  

 

 

    

 

 

 

TOTAL:

     17,674,401        100.00
  

 

 

    

 

 

 

 

LOGO

  

LOGO

 

Anita Basi

Scrutineer

  

 

David Cavasin

Scrutineer

The figures reported by Computershare in its capacity as Scrutineer represent our tabulation of proxies returned to us by registered shareholders (and voting instruction forms returned directly to us by non-objecting beneficial holders, if applicable) combined with unaudited reports of beneficial holder voting supplied by one or more third parties. As such we are only responsible for and warrant the accuracy of our own tabulation. Computershare is not responsible for and does not warrant the accuracy of the unaudited reports of beneficial holders supplied by third parties.

If Computershare has mailed voting instruction forms directly to non-objecting beneficial holders on behalf of issuers, these have been distributed on the basis of electronic files received by Computershare from intermediaries or their agents. As Computershare has no direct access to intermediary records, Computershare is unable to reconcile the details of non-objecting beneficial ownership as provided to us with the details of intermediary positions within the records of the Canadian Depository for Securities. In some cases, insufficient shares may be held within intermediary positions at the Depository as at record date to support the shares represented by voting instruction forms received directly from non-objecting beneficial holders or returned to us by third parties. In these cases, overvoting rules are applied as directed by the Chair.

In addition, acting on the instructions of the Chair of the meeting, we may have included in our report on attendance, the details of beneficial holders attending in person, whose ownership we cannot directly confirm or verify but which may be supported by documentation such as a voting instruction form supplied by a third party. In such cases, Computershare makes no warranty or representation as to the accuracy of the numbers included as a result of the instructions from the Chair, delivery of which to Computershare is hereby acknowledged by the recipient of this report, and assumes no liability or responsibility whatsoever for their inclusion in our report as Scrutineer.


LOGO

ZYMEWORKS INC.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

HELD ON JUNE 7, 2018

FINAL REPORT ON BALLOT

MOTION #3

AMENDMENT AND RESTATEMENT OF STOCK OPTION PLAN

I, the undersigned scrutineer, hereby report that the result of the vote by ballot with respect to the above matter is as follows:

 

     Shares      Percentage  

FOR THE MOTION:

     10,333,495        85.82
  

 

 

    

 

 

 

AGAINST THE MOTION:

     1,707,435        14.18
  

 

 

    

 

 

 

TOTAL:

     12,040,930        100.00
  

 

 

    

 

 

 

 

LOGO

    

LOGO

  

 

Anita Basi

    

 

David Cavasin

  
Scrutineer      Scrutineer   

The figures reported by Computershare in its capacity as Scrutineer represent our tabulation of proxies returned to us by registered shareholders (and voting instruction forms returned directly to us by non-objecting beneficial holders, if applicable) combined with unaudited reports of beneficial holder voting supplied by one or more third parties. As such we are only responsible for and warrant the accuracy of our own tabulation. Computershare is not responsible for and does not warrant the accuracy of the unaudited reports of beneficial holders supplied by third parties.

If Computershare has mailed voting instruction forms directly to non-objecting beneficial holders on behalf of issuers, these have been distributed on the basis of electronic files received by Computershare from intermediaries or their agents. As Computershare has no direct access to intermediary records, Computershare is unable to reconcile the details of non-objecting beneficial ownership as provided to us with the details of intermediary positions within the records of the Canadian Depository for Securities. In some cases, insufficient shares may be held within intermediary positions at the Depository as at record date to support the shares represented by voting Instruction forms received directly from non-objecting beneficial holders or returned to us by third parties. In these cases, overvoting rules are applied as directed by the Chair.

In addition, acting on the instructions of the Chair of the meeting, we may have included in our report on attendance, the details of beneficial holders attending in person, whose ownership we cannot directly confirm or verify but which may be supported by documentation such as a voting instruction form supplied by a third party. In such cases, Computershare makes no warranty or representation as to the accuracy of the numbers included as a result of the instructions from the Chair, delivery of which to Computershare is hereby acknowledged by the recipient of this report, and assumes no liability or responsibility whatsoever for their inclusion in our report as Scrutineer.


LOGO

ZYMEWORKS INC.

ANNUAL GENERAL AND SPECIAL MEETING OF SHAREHOLDERS

HELD ON JUNE 7, 2018

FINAL REPORT ON BALLOT

MOTION #4

AMENDMENT AND RESTATEMENT OF EMPLOYEE STOCK PURCHASE PLAN

I, the undersigned scrutineer, hereby report that the result of the vote by ballot with respect to the above matter is as follows:

 

     Shares      Percentage  

FOR THE MOTION:

     11,901,972        98.85
  

 

 

    

 

 

 

AGAINST THE MOTION:

     138,958        1.15
  

 

 

    

 

 

 

TOTAL:

     12,040,930        100.00
  

 

 

    

 

 

 

 

LOGO

    

LOGO

  

 

Anita Basi

    

 

David Cavasin

  
Scrutineer      Scrutineer   

The figures reported by Computershare in its capacity as Scrutineer represent our tabulation of proxies returned to us by registered shareholders (and voting instruction forms returned directly to us by non-objecting beneficial holders, if applicable) combined with unaudited reports of beneficial holder voting supplied by one or more third parties. As such we are only responsible for and warrant the accuracy of our own tabulation. Computershare is not responsible for and does not warrant the accuracy of the unaudited reports of beneficial holders supplied by third parties.

If Computershare has mailed voting instruction forms directly to non-objecting beneficial holders on behalf of issuers, these have been distributed on the basis of electronic files received by Computershare from intermediaries or their agents. As Computershare has no direct access to intermediary records, Computershare is unable to reconcile the details of non-objecting beneficial ownership as provided to us with the details of intermediary positions within the records of the Canadian Depository for Securities. In some cases, insufficient shares may be held within intermediary positions at the Depository as at record date to support the shares represented by voting instruction forms received directly from non-objecting beneficial holders or returned to us by third parties. In these cases, overvoting rules are applied as directed by the Chair.

In addition, acting on the Instructions of the Chair of the meeting, we may have included in our report on attendance, the details of beneficial holders attending in person, whose ownership we cannot directly confirm or verify but which may be supported by documentation such as a voting instruction form supplied by a third party. In such cases, Computershare makes no warranty or representation as to the accuracy of the numbers included as a result of the instructions from the Chair, delivery of which to Computershare is hereby acknowledged by the recipient of this report, and assumes no liability or responsibility whatsoever for their inclusion in our report as Scrutineer.