Form 8-K
8-K — Zai Lab Ltd
Accession: 0001628280-26-043869
Filed: 2026-06-17
Period: 2026-06-17
CIK: 0001704292
SIC: 2834 (PHARMACEUTICAL PREPARATIONS)
Item: Submission of Matters to a Vote of Security Holders
Documents
8-K — zlab-20260617.htm (Primary)
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8-K
8-K (Primary)
Filename: zlab-20260617.htm · Sequence: 1
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________
FORM 8-K
________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 17, 2026
________________________
ZAI LAB LIMITED
(Exact name of registrant as specified in its charter)
________________________
Cayman Islands 001-38205 98-1144595
(State or other jurisdiction of
incorporation) (Commission
File Number) (I.R.S. Employer
Identification No.)
899 Halei Road
Building B, Pudong
Shanghai, China
201203
314 Main Street
4th Floor, Suite 100
Cambridge, MA, USA 02142
(Address of principal executive offices) (Zip Code)
+86 21 6163 2588
+1 857 706 2604
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former name or former address, if changed since last report)
________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbol(s)
Name of each exchange
on which registered
American Depositary Shares, each representing 10 Ordinary Shares, par value $0.000006 per share ZLAB The Nasdaq Global Market
Ordinary Shares, par value $0.000006 per share* 9688 The Stock Exchange of Hong Kong Limited
*Included in connection with the registration of the American Depositary Shares with the Securities and Exchange Commission. The ordinary shares are not registered or listed for trading in the United States but are listed for trading on The Stock Exchange of Hong Kong Limited
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 17, 2026, Zai Lab Limited (the “Company”) held its 2026 Annual General Meeting of Shareholders (the “Annual Meeting”). Holders of a total of 550,281,867 ordinary shares of the Company, constituting more than one-tenth of all voting share capital of the Company in issue as of the record date of April 16, 2026, were present in person (either physically or by virtual attendance) or by proxy at the Annual Meeting.
The matters set forth below were voted on by the Company’s shareholders at the Annual Meeting. Detailed descriptions of each proposal and the applicable voting procedures are contained in the Company’s proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on April 28, 2026 (the “Proxy Statement”). Proposals 1 to 11 and 13 to 14 in the notice of the Annual Meeting were approved at the Annual Meeting. For Proposal 12, the Company’s shareholders voted on an advisory basis on the compensation of the named executive officers, as disclosed in the Proxy Statement. The final voting results for each matter submitted to a vote of shareholders at the Annual Meeting are as follows:
Proposal 1:
An ordinary resolution to re-elect Samantha (Ying) Du to serve as a director until the 2027 annual general meeting of shareholders and until her successor is duly elected and qualified, subject to her earlier resignation or removal.
For Against Abstentions Broker Non-Votes
543,514,252 3,772,714 2,994,901 -
Accordingly, Proposal 1 was carried as an ordinary resolution.
Proposal 2:
An ordinary resolution to re-elect John D. Diekman to serve as a director until the 2027 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal.
For Against Abstentions Broker Non-Votes
507,273,956 39,379,220 3,628,691 -
Accordingly, Proposal 2 was carried as an ordinary resolution.
Proposal 3:
An ordinary resolution to re-elect Richard Gaynor to serve as a director until the 2027 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal.
For Against Abstentions Broker Non-Votes
514,097,191 33,189,825 2,994,851 -
Accordingly, Proposal 3 was carried as an ordinary resolution.
Proposal 4:
An ordinary resolution to re-elect Nisa Leung to serve as a director until the 2027 annual general meeting of shareholders and until her successor is duly elected and qualified, subject to her earlier resignation or removal.
For Against Abstentions Broker Non-Votes
545,912,921 1,374,755 2,994,191 -
Accordingly, Proposal 4 was carried as an ordinary resolution.
Proposal 5:
An ordinary resolution to re-elect William Lis to serve as a director until the 2027 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal.
For Against Abstentions Broker Non-Votes
546,049,401 1,237,615 2,994,851 -
Accordingly, Proposal 5 was carried as an ordinary resolution.
Proposal 6:
An ordinary resolution to re-elect Scott Morrison to serve as a director until the 2027 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal.
For Against Abstentions Broker Non-Votes
546,279,251 374,655 3,627,961 -
Accordingly, Proposal 6 was carried as an ordinary resolution.
Proposal 7:
An ordinary resolution to re-elect Leon O. Moulder Jr. to serve as a director until the 2027 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal.
For Against Abstentions Broker Non-Votes
546,448,696 838,320 2,994,851 -
Accordingly, Proposal 7 was carried as an ordinary resolution.
Proposal 8:
An ordinary resolution to re-elect Michel Vounatsos to serve as a director until the 2027 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal.
For Against Abstentions Broker Non-Votes
546,548,010 739,146 2,994,711 -
Accordingly, Proposal 8 was carried as an ordinary resolution.
Proposal 9:
An ordinary resolution to re-elect Peter Wirth to serve as a director until the 2027 annual general meeting of shareholders and until his successor is duly elected and qualified, subject to his earlier resignation or removal.
For Against Abstentions Broker Non-Votes
508,813,671 37,840,215 3,627,981 -
Accordingly, Proposal 9 was carried as an ordinary resolution.
Proposal 10:
An ordinary resolution to approve the appointment of KPMG LLP and KPMG as the Company’s independent registered public accounting firms and auditors to audit our consolidated financial statements to be filed with the SEC and the Stock Exchange of Hong Kong Limited (the “Hong Kong Stock Exchange”) for the year ending December 31, 2026, respectively.
For Against Abstentions Broker Non-Votes
547,252,626 29,640 2,999,601 -
Accordingly, Proposal 10 was carried as an ordinary resolution.
Proposal 11:
An ordinary resolution to authorize the board of directors of the Company (the “Board of Directors”) to fix auditor compensation for 2026.
For Against Abstentions Broker Non-Votes
546,562,816 714,770 3,004,281 -
Accordingly, Proposal 11 was carried as an ordinary resolution.
Proposal 12:
An ordinary resolution to approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the Proxy Statement.
For Against Abstentions Broker Non-Votes
392,663,823 154,589,463 3,028,581 -
Accordingly, the Company’s shareholders voted for an advisory vote on the compensation of the named executive officers, as disclosed in the Proxy Statement. Proposal 12 was carried as an ordinary resolution.
Proposal 13:
An ordinary resolution to approve a general mandate to the Board of Directors to allot and issue ordinary shares and/or ADSs and/or resell treasury shares of up to 10% of the total number of issued ordinary shares of the Company
(excluding treasury shares) as of the date of the Annual Meeting until the 2027 annual general meeting of shareholders.
For Against Abstentions Broker Non-Votes
546,131,045 1,077,021 3,073,801 -
Accordingly, Proposal 13 was carried as an ordinary resolution.
Proposal 14:
An ordinary resolution to approve a general mandate to repurchase ordinary shares and/or ADSs of up to 10% of the total number of issued ordinary shares of the Company (excluding treasury shares) as of the date of the Annual Meeting until the 2027 annual general meeting of shareholders.
For Against Abstentions Broker Non-Votes
547,258,396 25,670 2,997,801 -
Accordingly, Proposal 14 was carried as an ordinary resolution.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
ZAI LAB LIMITED
By: /s/ F. Ty Edmondson
Name:
F. Ty Edmondson
Title:
Chief Legal Officer and Corporate Secretary
Date: June 17, 2026
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Jun. 17, 2026
Document Information [Line Items]
Document Type
8-K
Document Period End Date
Jun. 17, 2026
Entity Registrant Name
ZAI LAB LIMITED
Entity Incorporation, State or Country Code
E9
Entity File Number
001-38205
Entity Tax Identification Number
98-1144595
Entity Address, Address Line One
899 Halei Road
Entity Address, Address Line Two
Building B, Pudong
Entity Address, City or Town
Shanghai
Entity Address, Country
CN
Entity Address, Postal Zip Code
201203
City Area Code
86 21
Local Phone Number
6163 2588
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ADR
Document Information [Line Items]
Title of 12(b) Security
American Depositary Shares, each representing 10 Ordinary Shares, par value $0.000006 per share
Trading Symbol
ZLAB
Security Exchange Name
NASDAQ
Common Stock
Document Information [Line Items]
Title of 12(b) Security
Ordinary Shares, par value $0.000006 per share*
Trading Symbol
9688
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