| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
Approval of Amendment to CRISPR Therapeutics AG 2018 Stock Option and Incentive Plan
On June 11, 2019, at the 2019 Annual General Meeting of Shareholders (the “Annual Meeting”), the shareholders of CRISPR Therapeutics AG (the “Company”) approved the amendment (the “Plan Amendment”) to the CRISPR Therapeutics AG 2018 Stock Option and Incentive Plan (the “2018 Plan”) to increase the number of common shares, par value CHF 0.03 per share (“Common Shares”) reserved for issuance under the 2018 Plan by 4,000,000 Common Shares and to increase the number of shares that may be issued in the form of incentive stock options by 4,000,000 Common Shares. The Plan Amendment previously had been approved, subject to shareholder approval, by the Company’s Board of Directors (the “Board”).
The Company’s officers and directors are among the persons eligible to receive awards under the 2018 Plan, as amended, in accordance with the terms and conditions thereunder. A detailed summary of the 2018 Plan and the Plan Amendment is set forth in the Company’s proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 30, 2019 (the “Proxy Statement”) under the caption “Proposal 10: Approval of an amendment to the CRISPR Therapeutics AG 2018 Stock Option and Incentive Plan”, which summary is incorporated herein by reference. That detailed summary of the 2018 Plan and Plan Amendment, and the foregoing description of the Plan Amendment, are qualified in their entirety by reference to (i) the full text of the 2018 Plan, which is filed as Exhibit 10.19 to the Company’s Annual Report on Form10-K for the year ended December 31, 2018, (ii) the full text of the Plan Amendment, a copy of which is attached as Appendix A to the Proxy Statement, and in each case, incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
At the Annual Meeting, the Company’s shareholders approved amendments to its Articles of Association as described in the Proxy Statement. The Company’s amended and restated Articles of Association will become effective upon registration in the Commercial Register in the canton of Zug, Switzerland on June 13, 2019. A copy of the amended and restated Articles of Association is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Annual Meeting was held on June 11, 2019. Proxies were solicited pursuant to the Proxy Statement.
At the Annual Meeting, the Company’s shareholders were asked (i) to approve the annual report, the consolidated financial statements and the statutory financial statements of the Company for the year ended December 31, 2018, (ii) to approve the appropriation of financial results, (iii) to discharge the members of the Board of Directors and Executive Committee, (iv) to elect andre-elect eight members and the chairman to the Company’s Board of Directors, (v) tore-elect three members of the Compensation Committee of the Board of Directors, (vi) to approve the compensation for the Board of Directors and the Executive Committee, (vii) to approve the compensation paid to the Company’s named executive officers under U.S. securities law requirements, (viii) to approve the frequency of future shareholder advisory votes on the compensation paid to the Company’s named executive officers under U.S. securities law requirements, (ix) to approve an increase in the conditional share capital for employee benefit plans, (x) to approve the Plan Amendment, (xi) to approve the amendment and restatement of art. 3a of the Articles of Association of the Company (the “Articles”), (xii) to approve the amendment and restatement of art. 4 of the Articles, (xiii) to approve the amendment and restatement of art. 16 of the Articles, (xiv) to approve the amendment and restatement of art. 17 of the Articles, (xv) to approve the amendment and restatement of art. 41 of the Articles, (xvi) tore-elect the independent voting rights representative, and (xvii) tore-elect Ernst & Young AG as the Company’s statutory auditor and to re-elect Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019.
The voting results reported below are final.
Proposal 1 – Approval of the Annual Report, the Consolidated Financial Statements and the Statutory Financial Statements of the Company for the Year Ended December 31, 2018
