Proxy Results, Management Change/Compensation (Form 8-K)

On June 10, 2025, Zenas BioPharma, Inc. (the "Company") held its 2025 Annual Meeting of Stockholders (the "Annual Meeting"). As previously disclosed in the Company's Proxy Statement for the Annual Meeting, filed with the Securities and Exchange Commission on April 28, 2025, Ting (Tim) Xiao did not stand for re-election at the expiration of his term ending at the Annual Meeting, and, accordingly, as of the conclusion of the Annual Meeting Mr. Xiao's term ended with his resignation from the Board of Directors of the Company, and the size of the Board of Directors was reduced from nine to eight.

At the Annual Meeting, the stockholders of the Company voted on the following proposals:

Proposal One: The stockholders elected each of the two nominees listed below as Class I directors to serve on the Company's Board of Directors for a term of three years expiring at the Company's 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified, based on the following votes:

Proposal Two: The stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for its fiscal year ending December 31, 2025, based on the following votes: