Blog: ZYMEWORKS INC. : Change in Directors or Principal Officers, Regulation FD Disclosure, Financial Statements and Exhibits (form 8-K) – Marketscreener.com

ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;

APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN

OFFICERS.

Appointment of President of the Company

On August 4, 2022, Zymeworks Inc. (the “Company”) announced via press release
that the Company’s board of directors (the “Board”) appointed Mr. Neil Klompas,
age 50, as President of the Company, effective August 4, 2022. Mr. Klompas
currently serves as the Company’s Chief Operating Officer, and will continue in
the role of Chief Operating Officer following his appointment as President of
the Company. Mr. Klompas succeeds Mr. Kenneth Galbraith in the role of President
of the Company. Following Mr. Klompas’s appointment, Mr. Galbraith will continue
in the role of Chair of the Board and Chief Executive Officer.

Mr. Klompas joined Zymeworks in March 2007 and has served as its Chief Operating
Officer since January 2022, its Chief Financial Officer from December 2007 to
February 2022, and also as its Executive Vice President, Business Operations
from September 2019 to January 2022. Prior to joining Zymeworks, he worked with
KPMG LLP in Canada and the United States, most recently (from 2005 to 2007) with
KPMG’s Pharmaceuticals, Biotechnology and Medical Device M&A Transaction
Services practice in Princeton, New Jersey, where he advised on transactions
including mergers, acquisitions, divestitures and strategic alliances. Prior to
that, from 2000 to 2005 Mr. Klompas worked with KPMG’s Canadian Biotechnology
and Pharmaceuticals practice. Mr. Klompas currently serves on the board of
directors of Liminal BioSciences Inc. (NASDAQ: LMNL). Mr. Klompas is a Chartered
Professional Accountant and is a member of the Chartered Professional
Accountants of British Columbia. Mr. Klompas also holds a degree in
Microbiology & Immunology from the University of British Columbia.

There are no arrangements or understandings between Mr. Klompas and any other
persons pursuant to which he was appointed as President of the Company. There
are also no family relationships between Mr. Klompas and any director or
executive officer of the Company and he has no direct or indirect material
interest in any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.

The compensatory and other material terms of Mr. Galbraith’s and Mr. Klompas’s
employment with the Company will remain unchanged in connection with the
foregoing. For information regarding Mr. Galbraith’s and Mr. Klompas’s existing
compensation arrangements, please refer to the information contained in the
section titled “Item 11. Executive Compensation – “Executive Employment
Arrangements and Potential Payments upon Termination or Change in Control” in
the Company’s Amendment No. 1 to the Annual Report on Form 10-K filed with the
Securities and Exchange Commission (the “SEC”) on May 2, 2022.

ITEM 7.01 REGULATION FD DISCLOSURE.

On August 5, 2022, the Company filed a material change report with Canadian
securities regulators regarding the appointment of Mr. Klompas as President of
the Company. A copy of this material change report is attached as Exhibit 99.1
hereto.

The information provided under this Item 7.01, including Exhibit 99.1, is being
furnished and shall not be deemed “filed” for purposes of Section 18 of the
Securities Exchange Act of 1934 (the “Exchange Act”), as amended, or otherwise
subject to the liabilities of that section, nor shall it be deemed incorporated
by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as expressly set forth by specific reference in such a
filing.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS



(d) Exhibits

Exhibit
  No.     Description

99.1        Material Change Report, dated August 5, 2022.

 104      Cover Page Interactive Data File (embedded as Inline XBRL document).

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