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:
