CRISPR Therapeutics AG Files 8-K on Corporate Governance and Officer Changes

TL;DR

CRISPR Therapeutics filed an 8-K detailing board changes, officer appointments, and governance updates.

AI Summary

CRISPR Therapeutics AG filed an 8-K on May 30, 2024, reporting on several key events. These include the departure of directors or certain officers, the election of directors, the appointment of certain officers, and updates to compensatory arrangements for officers. The filing also covers amendments to the company's articles of incorporation or bylaws, changes in its fiscal year, and the submission of matters to a vote of security holders. Additionally, it includes financial statements and exhibits.

Why It Matters

This filing provides crucial updates on the company's leadership and governance structure, which can impact investor confidence and strategic direction.

Risk Assessment

Risk Level: low — This is a routine corporate filing detailing governance and personnel changes, not a material event like a product failure or major financial distress.

Key Players & Entities

• CRISPR Therapeutics AG (company) — Registrant
• May 30, 2024 (date) — Date of earliest event reported

FAQ

Filing Documents

• crsp-20240530.htm (8-K) — 220KB
• crsp-ex3_1.htm (EX-3.1) — 504KB
• 0000950170-24-067660.txt ( ) — 910KB
• crsp-20240530.xsd (EX-101.SCH) — 26KB
• crsp-20240530_htm.xml (XML) — 5KB

02

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 May 30, 2024, at the 2024 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 1,000,000 Common Shares and to increase the number of shares that may be issued in the form of incentive stock options by 1,000,000 Common Shares. The Plan Amendment previously had been approved, subject to shareholder approval, by the Company's Board of Directors. 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 9, 2024 (the "Proxy Statement") under the caption "Proposal 9: Approval of 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 99.1 to the Company's Registration Statement on Form S-8 filed on June 1, 2018, (ii) the full text of Amendment No. 1 to the 2018 Stock Option and Incentive Plan, which is attached as Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed on April 30, 2019,

03

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 the articles of association of the Company (the "Articles of Association") as described in the Proxy Statement. The Company's amended and restated Articles of Association become effective upon registration in the Commercial Register in the canton of Zug, Switzerland on or about May 31, 2024, subject to the approval by the Swiss Federal Commercial Authority. A copy of the amended and restated Articles of Association is attached hereto as Exhibit 3.1 and incorporated herein by reference.

07

Item 5.07. Submission of Matters to a Vote of Security Holders The Annual Meeting was held on May 30, 2024. Proxies were solicited pursuant to the Proxy Statement. At the Annual Meeting, the Company's shareholders were asked (i) to approve the Swiss management report, the consolidated financial statements and the statutory financial statements of the Company for the year ended December 31, 2023, (ii) to approve the appropriation of financial results, (iii) to discharge the members of the Company's Board of Directors and Executive Committee, (iv) to elect or re-elect nine members and the chairman to the Company's Board of Directors, (v) to re-elect four members of the Compensation Committee of the Board of Directors, (vi) to approve the compensation for the Board of Directors and the Executive Committee and, on a non-binding basis, the Swiss statutory compensation report of the Company for the year ended December 31, 2023 (the "2023 Compensation Report"), (vii) to approve, on a non-binding basis, the compensation paid to the Company's named executive officers under U.S. securities law requirements, (viii) to approve an increase in the conditional share capital for the Company's employee equity plans, (ix) to approve the Plan Amendment, (x) to approve amendments to the Articles of Association to facilitate the use of equity compensation and pension benefits programs consistent with current market practices; (xi) to approve an increase and certain adjustments to the Company's capital band; (xii) to re-elect the independent voting rights representative, (xiii) to re-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, 2024, and (xiv) to approve the transaction of any other business that may properly come before the Annual Meeting. The voting results reported below are final. Proposal 1 – Approval of the Swiss Management Repor

Financial Statements and Exhibits

Financial Statements and Exhibits (d) Exhibits Exhibit Number Description 3.1* Amended and Restated Articles of Association of CRISPR Therapeutics AG 10.1# CRISPR Therapeutics AG 2018 Stock Option and Incentive Plan and forms of agreements thereunder (incorporated herein by reference to Exhibit 99.1 to the Company's Registration Statement on Form S-8 filed on June 1, 2018). 10.2# Amendment No. 1 to the 2018 Stock Option and Incentive Plan (incorporated herein by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed on April 30, 2019). 10.3# Amendment No. 2 to the 2018 Stock Option and Incentive Plan (incorporated herein by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed on April 24, 2020). 10.4# Amendment No. 3 to the 2018 Stock Option and Incentive Plan (incorporated herein by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed on April 25, 2022). 10.5# Amendment No. 4 to the 2018 Stock Option and Incentive Plan (incorporated herein by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed on April 26, 2023). 10.6# Amendment No. 5 to the 2018 Stock Option and Incentive Plan (incorporated herein by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed on April 9, 2024). 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Filed herewith. # A management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(a)(3) of Form 10-K

SIGNATURES

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. CRISPR THERAPEUTICS AG Date: June 3, 2024 By: /s/ Samarth Kulkarni Samarth Kulkarni, Ph.D. Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR