ZYME Zymeworks Inc

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Revise the advance notice procedures for stockholder nominations of directors and submission of stockholder proposals (other than proposals to be included in the Company’s proxy statement pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) made in connection with annual and special meetings of stockholders, including by:

Requiring that if the date of the annual meeting for the current year has changed by more than 25 days from the first anniversary of the preceding year’s annual meeting, any notice of a stockholder nomination for director or submission of stockholder proposals (other than proposals submitted under Rule 14a-8 of the Exchange Act) must be submitted no later than 5:00 p.m. Eastern time on the later of (1) the 10th day following the day on which public announcement of the date of the annual meeting is first made by the Company if the first public announcement of the date of the annual meeting is less than 100 days prior to the date of such annual meeting and (2) the 90th day prior to the date of the annual meeting (Section 2.4(a)(ii)), which amends the previous provision designating that such notice must be submitted on the 10th day following the later of the day on which the public announcement of the date of such annual meeting was first made by the Company and the 120th day prior to the day of the annual meeting;

Requiring the notice to include, with respect to the stockholder and any beneficial owner on whose behalf the nomination or proposal is made, a statement as to whether they intend to solicit the requisite percentage of the voting power of the Company’s stock under Rule 14a-19 of the Exchange Act (Section 2.4(a)(iii)(3)(N)); and

Requiring that any stockholder submitting a director nomination notice must provide the Company no later than five business days prior to the meeting or any adjournment, rescheduling, postponement or other delay thereof with reasonable evidence that the stockholder has satisfied Rule 14a-19 of the Exchange Act, and clarifying that if a stockholder fails to comply with the requirements of Rule 14a-19 of the Exchange Act, then its director nominees will be ineligible for election at the meeting and any votes or proxies in respect of such nomination shall be disregarded (Section 2.4(a)(iv)).

Modify the provisions relating to stockholder meeting adjournment procedures (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication) (Section 2.7);

Align the provisions relating to an increase in the size of the Board with the Company’s certificate of incorporation to provide that the size of the Board may be increased by no more than 1/3 of the number of directors in office at the conclusion of the most recent annual meeting of stockholders prior to the next annual meeting of stockholders (Section 3.4); and

Make other updates, including ministerial, clarifying and conforming changes, and technical edits and updates.