Zai Lab (NASDAQ: ZLAB) holders back pay and 10% share mandates

Rhea-AI Filing Summary

Zai Lab Limited held its 2026 Annual General Meeting of Shareholders, where 550,281,867 ordinary shares were represented in person or by proxy. Shareholders approved all proposals, including the re-election of all nominated directors to serve until the 2027 annual meeting.

They also approved the appointment of KPMG LLP and KPMG as independent auditors for the year ending December 31, 2026, and authorized the board to set auditor compensation. On an advisory basis, shareholders approved the compensation of the named executive officers.

In addition, shareholders granted a general mandate to the board to allot and issue, or resell treasury, ordinary shares and/or ADSs of up to 10% of issued ordinary shares, and a separate mandate to repurchase up to 10% of issued ordinary shares, both effective until the 2027 annual meeting.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented at AGM: 550,281,867 ordinary shares Say-on-pay votes for: 392,663,823 votes Say-on-pay votes against: 154,589,463 votes +3 more

6 metrics

Shares represented at AGM 550,281,867 ordinary shares Voting share capital present at 2026 Annual Meeting

Say-on-pay votes for 392,663,823 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 154,589,463 votes Advisory approval of named executive officer compensation

Auditor appointment votes for 547,252,626 votes Approval of KPMG LLP and KPMG as auditors for 2026

General issuance mandate limit 10% of issued ordinary shares Board mandate to allot, issue or resell shares until 2027 AGM

Repurchase mandate limit 10% of issued ordinary shares Authority to repurchase shares/ADSs until 2027 AGM

Key Terms

Annual General Meeting, ordinary resolution, general mandate, advisory basis, +1 more

5 terms

Annual General Meeting financial

"held its 2026 Annual General Meeting of Shareholders (the “Annual Meeting”)"

ordinary resolution financial

"Accordingly, Proposal 1 was carried as an ordinary resolution."

An ordinary resolution is a decision made by shareholders at a company meeting that is approved when more than half of the votes cast are in favor. Think of it like a household vote where a majority decides routine matters — it covers everyday corporate actions such as approving directors, routine policy changes, or distributions, and matters to investors because these majority-approved choices shape governance, management authority, and the company’s near-term direction.

general mandate financial

"An ordinary resolution to approve a general mandate to the Board of Directors to allot and issue ordinary shares"

A general mandate is a broad authorization shareholders give a company’s board to take routine capital actions—such as issuing new shares, buying back stock, or changing share capital—without needing a separate vote each time. It matters to investors because it lets management react quickly to opportunities or risks, like raising money or defending against takeovers; think of it as a standing permission slip that speeds decisions but should be monitored to avoid unexpected dilution.

advisory basis financial

"the Company’s shareholders voted on an advisory basis on the compensation of the named executive officers"

independent registered public accounting firms financial

"to approve the appointment of KPMG LLP and KPMG as the Company’s independent registered public accounting firms and auditors"

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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

FAQ

What did Zai Lab (ZLAB) shareholders approve at the 2026 Annual General Meeting?

Shareholders approved all proposals at the 2026 Annual General Meeting, including director re-elections, auditor appointments, executive compensation on an advisory basis, and 10% mandates for share issuance and repurchases, each lasting until the 2027 annual meeting.

How many Zai Lab (ZLAB) shares were represented at the 2026 Annual General Meeting?

A total of 550,281,867 ordinary shares were represented at the meeting. This level of participation, in person or by proxy, exceeded one-tenth of the company’s voting share capital outstanding as of the April 16, 2026 record date.

Was Zai Lab (ZLAB) executive compensation approved by shareholders in 2026?

Yes. On an advisory basis, 392,663,823 votes were cast for, 154,589,463 against, and 3,028,581 abstained on the compensation of named executive officers, as disclosed in the proxy statement, and the proposal passed as an ordinary resolution.

Which auditors did Zai Lab (ZLAB) shareholders approve for the 2026 financial year?

Shareholders approved KPMG LLP and KPMG as the independent registered public accounting firms and auditors to audit consolidated financial statements filed with the SEC and the Hong Kong Stock Exchange for the year ending December 31, 2026.

What share issuance mandate did Zai Lab (ZLAB) shareholders grant in 2026?

Shareholders approved a general mandate allowing the board to allot and issue ordinary shares and/or ADSs, or resell treasury shares, up to 10% of issued ordinary shares (excluding treasury shares) as of the meeting date, effective until the 2027 annual general meeting.

Did Zai Lab (ZLAB) obtain approval to repurchase its own shares in 2026?

Yes. Shareholders approved a general mandate authorizing the company to repurchase ordinary shares and/or ADSs up to 10% of the issued ordinary share capital (excluding treasury shares) as of the meeting date, valid until the 2027 annual general meeting.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.1 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.5 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 27.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 16.2 KB