Zymeworks (ZYME) Proxy filing summary

Executive summary

• The annual meeting is scheduled for December 10, 2024, with voting on director elections, executive compensation, and auditor ratification.

• Shareholders can vote online, by phone, or by mail, with detailed instructions provided for each method.

• Proxy materials are distributed primarily via the Internet to reduce costs and environmental impact.

• The Board recommends voting for all director nominees, for executive compensation, and for auditor ratification.

Voting matters and shareholder proposals

• Four Class III directors are nominated for election to serve until the 2027 annual meeting.

• Advisory vote on executive compensation (say-on-pay) is included.

• Ratification of KPMG LLP as auditors for the year ending December 31, 2024.

• Shareholders may submit proposals or director nominations for the 2025 annual meeting, following advance notice and procedural requirements.

Board of directors and corporate governance

• The Board consists of a majority of independent directors, with a lead independent director appointed due to the CEO also serving as Chair.

• Board committees include audit, compensation, nominating and corporate governance, and research and development, each with independent members.

• Board diversity is considered in nominations, with recent appointments reflecting a commitment to diverse backgrounds.

• Directors are elected to staggered three-year terms, supporting continuity and stability.