CRISPR Therapeutics (NASDAQ: CRSP) investors approve 2026 plan and capital changes

Rhea-AI Filing Summary

CRISPR Therapeutics reported the results of its June 4, 2026 annual shareholder meeting, where all management proposals were approved. Shareholders adopted the new 2026 Stock Option and Incentive Plan, which replaces and rolls forward remaining capacity from earlier equity plans.

They also approved amendments to the company’s Swiss articles of association, including an increase to the capital band and an increase to conditional share capital for potential conversion of bonds and similar instruments. The meeting re-elected all eleven directors, four Compensation Committee members, the independent voting rights representative, and Ernst & Young entities as Swiss statutory auditor and U.S. registered public accounting firm.

Shareholders approved the 2025 financial statements, carried forward the net loss, discharged the Board and Executive Committee from liability for 2025 activities, and backed both Swiss and U.S.-style executive compensation votes, including multiple binding decisions on director and executive pay and equity grants.

8-K Event Classification

4 items: 5.02, 5.03, 5.07, 9.01

4 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Approval of 2025 financial statements: 70,716,663 votes for Appropriation of financial results: 70,554,606 votes for Discharge of Board and Executive Committee: 48,379,678 votes for +5 more

8 metrics

Approval of 2025 financial statements 70,716,663 votes for Swiss management report and 2025 financial statements approval

Appropriation of financial results 70,554,606 votes for Carry forward of net loss from appropriation of financial results

Discharge of Board and Executive Committee 48,379,678 votes for Release from liability for activities in year ended December 31, 2025

Chairman re-election support 47,043,987 votes for Re-election of Samarth Kulkarni, Ph.D., as director and chairman

Capital band increase approval 69,408,999 votes for Increase to company’s capital band

Conditional share capital increase approval 47,341,035 votes for Increase for conversion of bonds and similar instruments

2026 Plan approval 42,839,199 votes for Adoption of CRISPR Therapeutics AG 2026 Stock Option and Incentive Plan

Independent voting rights representative re-election 70,290,203 votes for Re-election of Marius Meier as independent voting rights representative

Key Terms

2026 Stock Option and Incentive Plan, capital band, conditional share capital, independent voting rights representative, +2 more

6 terms

2026 Stock Option and Incentive Plan financial

"approved the CRISPR Therapeutics AG 2026 Stock Option and Incentive Plan (the “2026 Plan”)."

capital band financial

"to approve an increase to the Company’s capital band (ix) to approve an increase"

Capital band is the target range a company or regulator sets for how much capital (equity or loss-absorbing resources) a business should hold relative to its size or risk. It acts like a financial buffer—enough to absorb shocks but not so much that cash sits idle—and helps investors gauge the likelihood of dividend cuts, equity raises, or constrained growth. Tight bands imply disciplined balance-sheet management; wide bands signal more flexibility.

conditional share capital financial

"an increase to the conditional share capital for the conversion of bonds and similar debt instruments"

independent voting rights representative regulatory

"to re-elect the independent voting rights representative, (xii) to re-elect Ernst & Young"

non-binding advisory vote regulatory

"to approve, on a non-binding basis, the compensation paid to the Company’s named executive officers"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

Compensation Committee financial

"re-elect four members of the Compensation Committee of the Board of Directors"

A compensation committee is a group within a company's leadership responsible for setting and reviewing how much top executives and employees are paid, including salaries, bonuses, and benefits. It matters to investors because fair and effective pay decisions can influence a company's performance, leadership motivation, and overall governance, helping ensure that the company’s management is aligned with shareholders’ interests.

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--12-31false000167441600-000000000016744162026-06-042026-06-04

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 4, 2026

CRISPR THERAPEUTICS AG

(Exact name of Registrant as Specified in Its Charter)

Switzerland	001-37923	Not Applicable
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
Baarerstrasse 14 6300 Zug, Switzerland		Not Applicable
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: +41 (0)41 561 32 79

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
Common Shares, nominal value CHF 0.03		CRSP		The Nasdaq Global Market

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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Approval of CRISPR Therapeutics AG 2026 Stock Option and Incentive Plan

On June 4, 2026, at the 2026 Annual General Meeting of Shareholders (the “Annual Meeting”), the shareholders of CRISPR Therapeutics AG (the “Company”) approved the CRISPR Therapeutics AG 2026 Stock Option and Incentive Plan (the “2026 Plan”).

The 2026 Plan will reserve the remaining number of shares reserved for issuance under the CRISPR Therapeutics AG 2018 Stock Option and Incentive Plan (the “2018 Plan”) on the effective date of the 2026 Plan, plus any common shares underlying any awards that are forfeited, canceled or are otherwise terminated, other than by exercise, under the 2026 Plan, the 2018 Plan, and the CRISPR Therapeutics AG Amended and Restated 2016 Stock Option and Incentive Plan. If the Company’s capital structure changes because of a reorganization, recapitalization, reclassification, stock dividend, stock split or similar event, the number of shares that can be issued under the 2026 Plan will be appropriately adjusted. The 2026 Plan permits the award of stock options (both incentive and non-qualified options), stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, cash-based performance awards, performance shares and dividend equivalent rights.

A detailed summary of the material features of the 2026 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 21, 2026 (the “Proxy Statement”). That summary and the foregoing description are qualified in their entirety by reference to the text of the 2026 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

On June 4, 2026, at the Annual Meeting, the shareholders of the Company approved amendments to the articles of association of the Company (the “Articles of Association”) as described in the Company’s 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 June 5, 2026, 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.

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

The Annual Meeting was held on June 4, 2026. 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, 2025, (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 re-elect eleven members, including 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, 2025 (the “2025 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 to the Company’s capital band (ix) to approve an increase to the conditional share capital for the conversion of bonds and similar debt instruments, (x) to approve the 2026 Plan, (xi) to re-elect the independent voting rights representative, (xii) 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, 2026, and (xiii) 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 Report, the Consolidated Financial Statements and the Statutory Financial Statements of the Company for the Year Ended December 31, 2025

The Swiss management report, the consolidated financial statements and the statutory financial statements of the Company for the year ended December 31, 2025 were approved. The results of the vote were as follows:

		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
NUMBER		70,716,663		288,652		248,393		0

Proposal 2 – Approval of the Appropriation of Financial Results

The proposal to carry forward the net loss resulting from the appropriation of financial results was approved. The results of the vote were as follows:

		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
NUMBER		70,554,606		415,599		283,503		0

Proposal 3 – Discharge of the Members of the Company’s Board of Directors and Executive Committee

The discharge of the members of the Company’s Board of Directors and the Executive Committee from personal liability for their activities during the year ended December 31, 2025 was approved. The results of the vote were as follows:

		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
NUMBER		48,379,678		262,761		112,414		22,498,855

Proposal 4 – Re-election of the Members to the Board of Directors and the Chairman

Samarth Kulkarni, Ph.D., Ali Behbahani, M.D., Maria Fardis, Ph.D., H. Edward Fleming Jr., M.D., Simeon J. George, M.D., John T. Greene, Katherine A. High, M.D., Sandesh Mahatme, LL.M., Briggs W. Morrison, M.D., Christian Rommel, Ph.D. and Douglas A. Treco, Ph.D. were each duly re-elected as members of the Company’s Board of Directors and Samarth Kulkarni, Ph.D. was duly re-elected as the chairman of the Company’s Board of Directors. The results of the election were as follows:

NOMINEE		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
Samarth Kulkarni, Ph.D.		47,043,987		1,628,226		82,640		22,498,855
Ali Behbahani, M.D.		35,498,392		13,174,523		81,938		22,498,855
Maria Fardis, Ph.D.		47,804,457		874,207		76,189		22,498,855
H. Edward Fleming Jr., M.D.		46,977,636		1,686,127		91,090		22,498,855
Simeon J. George, M.D.		47,435,748		1,225,519		93,586		22,498,855
John T. Greene		46,876,367		1,793,109		85,377		22,498,855
Katherine A. High, M.D.		47,779,619		899,787		75,447		22,498,855
Sandesh Mahatme, LL.M.		46,268,964		2,405,580		80,309		22,498,855
Briggs W. Morrison, M.D.		46,013,911		2,659,681		81,261		22,498,855
Christian Rommel, Ph.D.		47,802,202		872,050		80,601		22,498,855
Douglas A. Treco, Ph.D.		44,359,453		4,317,384		78,016		22,498,855

Proposal 5 – Re-election of the Members of the Compensation Committee

Ali Behbahani, M.D., H. Edward Fleming, Jr., M.D., John T. Greene and Briggs W. Morrison, M.D. were each duly re-elected as members of the Company’s Compensation Committee of the Board of Directors. The results of the election were as follows:

NOMINEE		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
Ali Behbahani, M.D.		35,458,908		13,198,641		97,304		22,498,855
H. Edward Fleming Jr., M.D.		46,322,476		2,341,513		90,864		22,498,855
John T. Greene		46,319,646		2,326,146		109,061		22,498,855
Briggs W. Morrison, M.D.		45,317,635		3,329,265		107,953		22,498,855

Proposal 6 – Approval of the Compensation for the Board of Directors and the Executive Committee and Non-Binding Advisory Vote on the 2025 Compensation Report

The total non-performance-related compensation for members of the Board of Directors from the Annual Meeting to the 2027 annual general meeting of shareholders was approved on a binding basis. The results of the binding vote were as follows:

		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
NUMBER		48,085,285		516,488		153,080		22,498,855

The grant of equity for members of the Board of Directors from the Annual Meeting to the 2027 annual general meeting of shareholders was approved on a binding basis. The results of the binding vote were as follows:

		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
NUMBER		39,099,507		9,503,941		151,405		22,498,855

The total non-performance related compensation for members of the Executive Committee from July 1, 2026 to June 30, 2027 was approved on a binding basis. The results of the binding vote were as follows:

		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
NUMBER		41,987,938		6,608,726		158,189		22,498,855

The total variable compensation for members of the Executive Committee for the current year ending December 31, 2026 was approved on a binding basis. The results of the binding vote were as follows:

		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
NUMBER		41,997,078		6,612,356		145,419		22,498,855

The grant of equity for members of the Executive Committee from the Annual Meeting to the 2027 annual general meeting of shareholders was approved on a binding basis. The results of the binding vote were as follows:

		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
NUMBER		33,726,778		14,883,412		144,663		22,498,855

The endorsement of the 2025 Compensation Report was approved on a non-binding basis. The results of the non-binding vote were as follows:

		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
NUMBER		39,906,651		8,704,469		143,733		22,498,855

Proposal 7 – Non-Binding Advisory Vote on the Compensation Paid to the Company’s Named Executive Officers Under U.S. Securities Law Requirements

The compensation paid to the named executive officers was approved on a non-binding basis. The results of the non-binding vote were as follows:

		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
NUMBER		33,742,001		14,867,591		145,261		22,498,855

Proposal 8 – Approval of an Increase to the Company’s Capital Band

An increase to the Company’s capital band was approved with at least two thirds of the votes represented and the absolute majority of the par value of the represented shares. The results of the vote were as follows:

		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
NUMBER		69,408,999		1,361,697		483,012		0

Proposal 9 – Approval of an Increase to the Conditional Share Capital for the Conversion of Bonds and Similar Debt Instruments

An increase to the conditional share capital for the conversion of bonds and similar debt instruments was approved with at least two thirds of the votes represented and the absolute majority of the par value of the represented shares. The results of the vote were as follows:

		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
NUMBER		47,341,035		1,298,782		115,036		22,498,855

Proposal 10 – Approval of the 2026 Plan

The 2026 Plan was approved. The results of the vote were as follows:

		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
NUMBER		42,839,199		5,763,564		152,090		22,498,855

Proposal 11 – Re-election of the Independent Voting Rights Representative

Marius Meier, Attorney at Law, was duly re-elected as the independent voting rights representative. The results of the election were as follows:

		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
NUMBER		70,290,203		640,943		322,562		0

Proposal 12 –Re-election of the Auditors

Ernst & Young AG was duly elected as the Company’s statutory auditor for the term of office of one year, and Ernst & Young LLP was duly elected as the Company’s independent registered public accounting firm for the year ending December 31, 2026. The results of the election were as follows:

		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
NUMBER		69,875,653		462,910		915,145		0

Proposal 13 – Transact Any Other Business that may Properly Come Before the 2026 Annual General Meeting or any Adjournment or Postponement thereof

The proposal for the transaction of any other business that properly came before the Annual Meeting or any adjournment or postponement thereof, to follow the respective proposal of the Board of Directors as proposed at the Annual Meeting, was approved. The results of the election were as follows:

		FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
NUMBER		29,000,337		19,464,339		290,177		22,498,855

Item 9.01 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 2026 Stock Option And Incentive Plan
10.2*		Form of Incentive Stock Option Agreement under the CRISPR Therapeutics AG 2026 Stock Option And Incentive Plan
10.3*		Form of Non-Qualified Stock Option Agreement for Company Employees under the CRISPR Therapeutics AG 2026 Stock Option And Incentive Plan
10.4*		Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the CRISPR Therapeutics AG 2026 Stock Option And Incentive Plan
10.5*		Form of Restricted Stock Award Agreement under the CRISPR Therapeutics AG 2026 Stock Option And Incentive Plan
10.6*		Form of Restricted Stock Unit Award Agreement for Company Employees under the CRISPR Therapeutics AG 2026 Stock Option And Incentive Plan
10.7*		Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the CRISPR Therapeutics AG 2026 Stock Option And Incentive Plan
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith.
 

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 4, 2026				By:		/s/ Samarth Kulkarni
						Samarth Kulkarni, Ph.D.
						Chief Executive Officer

FAQ

What did CRISPR Therapeutics (CRSP) shareholders approve at the 2026 AGM?

Shareholders approved the 2025 financial statements, carried forward the net loss, discharged the Board and Executive Committee from liability, re-elected all directors and key committees, endorsed executive compensation, increased the capital band, expanded conditional share capital, and adopted the 2026 Stock Option and Incentive Plan.

What is the CRISPR Therapeutics 2026 Stock Option and Incentive Plan?

The 2026 Plan is a new equity incentive program that uses remaining shares reserved under the 2018 plan plus shares from forfeited or canceled awards across several prior plans. It authorizes stock options, stock appreciation rights, restricted stock, RSUs, performance awards, unrestricted stock, cash-based awards and dividend equivalents.

How did CRISPR Therapeutics (CRSP) shareholders vote on executive compensation?

Shareholders approved multiple binding compensation items for the Board and Executive Committee, including non-performance-related and variable pay and equity grants. They also endorsed the 2025 Swiss statutory compensation report and, in a separate advisory vote, approved compensation paid to named executive officers under U.S. securities law requirements.

Were CRISPR Therapeutics’ directors and auditors re-elected at the 2026 meeting?

All eleven director nominees, including chairman Samarth Kulkarni, were re-elected. Four Compensation Committee members were also re-elected. Marius Meier was re-appointed as independent voting rights representative, and Ernst & Young AG and Ernst & Young LLP were re-elected as Swiss statutory auditor and U.S. registered public accounting firm.

What capital structure changes did CRISPR Therapeutics (CRSP) shareholders approve?

Shareholders approved an increase to the company’s capital band and a separate increase to conditional share capital for the conversion of bonds and similar debt instruments. Both items required at least two-thirds of votes represented and the absolute majority of the par value of represented shares.

Did CRISPR Therapeutics shareholders approve the 2026 Stock Option and Incentive Plan?

Yes. The 2026 Stock Option and Incentive Plan was approved with 42,839,199 votes for, 5,763,564 votes against, and 152,090 abstentions, plus 22,498,855 broker non-votes recorded. The plan governs future equity-based and cash-based incentive awards for directors, employees, and other eligible participants.

Filing Exhibits & Attachments

9 documents

Agreements & Contracts

• EX-10.1 EX-10.1 163.2 KB
• EX-10.2 EX-10.2 55.5 KB
• EX-10.3 EX-10.3 54.1 KB
• EX-10.4 EX-10.4 48.7 KB
• EX-10.5 EX-10.5 45.6 KB
• EX-10.6 EX-10.6 42.7 KB
• EX-10.7 EX-10.7 36.6 KB

Other Documents

• EX-3.1 EX-3.1 600.8 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT 26.3 KB