Zymeworks Inc. filed a definitive proxy statement on October 26, 2026, notifying stockholders of a virtual annual meeting scheduled for December 15, 2026, at 9:00 a.m. Pacific Time.

Key Highlights

  • Meeting date and format: The 2026 annual meeting will be held virtually via live audio webcast on December 15, 2026, beginning at 9:00 a.m. Pacific Time.
  • Record date: Stockholders and holders of exchangeable shares of record as of the close of business on October 21, 2026 are entitled to vote.
  • Director election: Stockholders will vote on the election of three Class II director nominees to serve until the 2029 annual meeting.
  • New equity plan: A proposal seeks stockholder approval of the 2026 Employee Stock Purchase Plan.
  • Board declassification proposal: Stockholders will consider an amendment and restatement of the certificate of incorporation to declassify the board of directors.
  • Auditor ratification: The filing asks stockholders to ratify the appointment of KPMG LLP as auditors for the year ending December 31, 2026.
  • Proxy materials availability: Proxy materials were made accessible as of October 26, 2026, with the Notice of Internet Availability first being sent on or about October 29, 2026.

Zymeworks Puts Board Declassification and New ESPP to Stockholder Vote

According to the filing, Zymeworks Inc. (NASDAQ:ZYME), a Delaware corporation focused on biopharmaceutical development, is convening its 2026 annual stockholder meeting entirely in a virtual format. Registered stockholders and holders of exchangeable shares issued by Zymeworks ExchangeCo Ltd., an indirect subsidiary incorporated under the laws of British Columbia, may attend the webcast, submit questions, and cast votes online. The filing notes that street name stockholders and exchangeable share holders must obtain a valid proxy to participate virtually.

The proxy statement describes six formal proposals for the meeting. The first calls for electing three Class II directors to serve through the 2029 annual meeting. The second and third proposals are advisory votes on named executive officer compensation and on the preferred frequency of such advisory votes going forward. The fourth proposal requests approval of a new 2026 Employee Stock Purchase Plan, the full text of which appears in Appendix A of the filing. The fifth proposal, if approved, would amend and restate the company's amended and restated certificate of incorporation to declassify the board of directors, a structural governance change described in Appendix B. The sixth proposal is the ratification of KPMG LLP as auditors for the fiscal year ending December 31, 2026.

The filing also discloses that the chair of the board, Kenneth Galbraith, holds the concurrent roles of Chief Executive Officer and President, and that he signed the notice accompanying the proxy statement. The company's principal registered address is listed as 108 Patriot Drive, Suite A, Middletown, Delaware 19709. Proxy votes may be submitted by telephone, via the internet, or by mail, according to the filing.

What Was Disclosed

Zymeworks filed a definitive proxy statement covering six proposals for its December 15, 2026 virtual annual meeting, including director elections, an advisory compensation vote, a new employee stock purchase plan, a board declassification amendment, and auditor ratification by KPMG LLP.