{"url_path":"/sec/zlab/8-k/2026-06-17/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/1704292/0001628280-26-043869-index.html","accession_number":"0001628280-26-043869","cik":"0001704292","ticker":"ZLAB","issuer_name":"Zai Lab Ltd","edgar_url":"https://www.sec.gov/Archives/edgar/data/1704292/0001628280-26-043869-index.html","primary_entity_key":"0001704292","primary_entity_name":"Zai Lab Ltd"},"word_count":1028,"has_tables":true,"body_markdown":"Item 5.07    Submission of Matters to a Vote of Security Holders. \n\nOn 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.\n\nThe 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:\n\nProposal 1:\n\nAn 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.\n\nForAgainstAbstentionsBroker Non-Votes\n\n543,514,2523,772,714 2,994,901-\n\nAccordingly, Proposal 1 was carried as an ordinary resolution.\n\nProposal 2:\n\nAn 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.\n\nForAgainstAbstentionsBroker Non-Votes\n\n507,273,956 39,379,220 3,628,691-\n\nAccordingly, Proposal 2 was carried as an ordinary resolution.\n\nProposal 3:\n\nAn 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.\n\nForAgainstAbstentionsBroker Non-Votes\n\n514,097,191 33,189,825 2,994,851-\n\nAccordingly, Proposal 3 was carried as an ordinary resolution.\n\nProposal 4:\n\nAn 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.\n\nForAgainstAbstentionsBroker Non-Votes\n\n545,912,921 1,374,755 2,994,191-\n\nAccordingly, Proposal 4 was carried as an ordinary resolution.\n\nProposal 5:\n\nAn 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.\n\nForAgainstAbstentionsBroker Non-Votes\n\n546,049,401 1,237,615 2,994,851-\n\nAccordingly, Proposal 5 was carried as an ordinary resolution.\n\nProposal 6:\n\nAn 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.\n\nForAgainstAbstentionsBroker Non-Votes\n\n546,279,251 374,655 3,627,961-\n\nAccordingly, Proposal 6 was carried as an ordinary resolution.\n\nProposal 7:\n\nAn 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.\n\nForAgainstAbstentionsBroker Non-Votes\n\n546,448,696 838,320 2,994,851-\n\nAccordingly, Proposal 7 was carried as an ordinary resolution.\n\nProposal 8:\n\nAn 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.\n\nForAgainstAbstentionsBroker Non-Votes\n\n546,548,010 739,146 2,994,711-\n\nAccordingly, Proposal 8 was carried as an ordinary resolution.\n\nProposal 9:\n\nAn 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.\n\nForAgainstAbstentionsBroker Non-Votes\n\n508,813,671 37,840,215 3,627,981-\n\nAccordingly, Proposal 9 was carried as an ordinary resolution.\n\nProposal 10:\n\nAn 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.\n\nForAgainstAbstentionsBroker Non-Votes\n\n547,252,626 29,640 2,999,601-\n\nAccordingly, Proposal 10 was carried as an ordinary resolution.\n\nProposal 11:\n\nAn ordinary resolution to authorize the board of directors of the Company (the “Board of Directors”) to fix auditor compensation for 2026.\n\nForAgainstAbstentionsBroker Non-Votes\n\n546,562,816 714,770 3,004,281-\n\nAccordingly, Proposal 11 was carried as an ordinary resolution.\n\nProposal 12:\n\nAn ordinary resolution to approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the Proxy Statement.\n\nForAgainstAbstentionsBroker Non-Votes\n\n392,663,823 154,589,463 3,028,581-\n\nAccordingly, 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.\n\nProposal 13:\n\nAn 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\n\n(excluding treasury shares) as of the date of the Annual Meeting until the 2027 annual general meeting of shareholders.\n\nForAgainstAbstentionsBroker Non-Votes\n\n546,131,045 1,077,021 3,073,801-\n\nAccordingly, Proposal 13 was carried as an ordinary resolution.\n\nProposal 14:\n\nAn 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.\n\nForAgainstAbstentionsBroker Non-Votes\n\n547,258,39625,6702,997,801-\n\nAccordingly, Proposal 14 was carried as an ordinary resolution.\n\nSIGNATURES\n\nPursuant 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.\n\nZAI LAB LIMITED\n\nBy:/s/ F. Ty Edmondson\n\nName:\nF. Ty Edmondson\n\nTitle:\nChief Legal Officer and Corporate Secretary\n\nDate: June 17, 2026"}