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Precision BioSciences (DTIL) shareholders approve 3.8M-share incentive plan increase and officer exculpation

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Precision BioSciences, Inc. reported the results of its annual stockholder meeting and related corporate changes. Stockholders approved an amendment and restatement of the 2019 Incentive Award Plan, increasing the shares of common stock available for issuance by 3,800,000 shares.

They also approved an amendment to the Amended and Restated Certificate of Incorporation to provide for the exculpation of certain officers as permitted by Delaware law, which became effective upon filing on May 22, 2026. All six proposals on the ballot, including director elections, auditor ratification, say-on-pay, the incentive plan amendment, the charter amendment, and a potential adjournment, received sufficient votes for approval.

Positive

  • None.

Negative

  • None.
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.
Incentive plan share increase 3,800,000 shares Additional common shares available under 2019 Incentive Award Plan
Shares represented at meeting 22,304,867 shares Common stock present or by proxy at May 21, 2026 meeting
Participation rate approximately 86% Portion of common stock outstanding as of March 25, 2026 record date
Auditor ratification FOR votes 22,198,597 votes Ratification of Deloitte & Touche LLP for year ending December 31, 2026
Say-on-pay FOR votes 18,696,193 votes Advisory approval of named executive officer compensation
Charter amendment FOR votes 17,909,703 votes Approval of officer exculpation amendment to Certificate of Incorporation
2019 Incentive Award Plan financial
"approved the amendment and restatement of the Precision BioSciences, Inc. 2019 Incentive Award Plan"
Amended and Restated Certificate of Incorporation regulatory
"approved an amendment to the Company’s Amended and Restated Certificate of Incorporation"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
exculpation of certain officers regulatory
"to provide for the exculpation of certain officers of the Company as permitted by Delaware law"
broker non-votes financial
"Votes FOR | Votes WITHHELD | Broker Non-Votes Melinda Brown"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory (non-binding) basis financial
"Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers"

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FAQ

What did Precision BioSciences (DTIL) shareholders approve at the 2026 annual meeting?
Shareholders approved all six proposals, including electing two Class I directors, ratifying Deloitte & Touche LLP as auditor, approving executive compensation, expanding the 2019 Incentive Award Plan, amending the charter for officer exculpation, and authorizing potential meeting adjournment if additional proxies were needed.

How many additional shares were added to Precision BioSciences’ 2019 Incentive Award Plan?
The amended and restated 2019 Incentive Award Plan increased the number of common shares available for issuance by 3,800,000 shares. These shares support future equity incentives for eligible participants under the plan, as described in the company’s proxy statement and the full plan text filed as an exhibit.

What change did Precision BioSciences (DTIL) make to its Certificate of Incorporation?
Shareholders approved a 2026 Amendment to the Amended and Restated Certificate of Incorporation to allow exculpation of certain officers as permitted by Delaware law. The company filed this amendment on May 22, 2026, and it became effective upon filing with the Delaware Secretary of State.

What was the shareholder turnout for Precision BioSciences’ May 2026 annual meeting?
A total of 22,304,867 common shares were present in person or by proxy, representing approximately 86% of shares outstanding as of the March 25, 2026 record date. This high participation level provided a strong quorum for voting on all six proposals presented.

Were Precision BioSciences’ executive compensation practices approved by shareholders?
Yes. In the advisory say-on-pay vote, 18,696,193 shares were cast in favor of executive compensation, 612,836 against, and 18,504 abstained, with 2,977,334 broker non-votes. This approval supports the company’s existing compensation approach for its named executive officers.

How did shareholders vote on expanding Precision BioSciences’ 2019 Incentive Award Plan?
The amendment and restatement of the 2019 Incentive Award Plan received 11,170,635 votes for, 8,145,992 against, and 10,906 abstentions, with 2,977,334 broker non-votes. This result approved adding 3,800,000 shares for issuance under the equity incentive plan.
0001357874FALSE5/2100013578742026-05-212026-05-21

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): May 21, 2026
________________________________________________________
Precision BioSciences, Inc.
(Exact name of Registrant as Specified in Its Charter)
________________________________________________________
Delaware001-3884120-4206017
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)
302 East Pettigrew St.
Suite A-100
Durham, North Carolina
27701
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code: 919 314-5512
(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 classTrading
Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.000005 per shareDTIL
The Nasdaq Capital 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.

On May 21, 2026, Precision BioSciences, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”). At the Meeting, the stockholders, upon the recommendation of the Company’s Board of Directors, approved the amendment and restatement of the Precision BioSciences, Inc. 2019 Incentive Award Plan, as amended and restated (the “2019 Plan” and, as further amended and restated, the “Amended Plan”). The Amended Plan increased the number of shares of Common Stock (as defined below) of the Company available for issuance under the 2019 Plan by an additional 3,800,000 shares.

A summary of the Amended Plan was also included as part of Proposal No. 4 in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 8, 2026 (the “Proxy Statement”). The foregoing description of the Amended Plan provided herein and contained in the Proxy Statement is qualified in its entirety by reference to the full text of the Amended Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated by reference herein.


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

At the Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “2026 Amendment”) to provide for the exculpation of certain officers of the Company as permitted by Delaware law.

On May 22, 2026, the Company filed the 2026 Amendment with the Secretary of State of the State of Delaware, and the 2026 Amendment became effective upon filing. The 2026 Amendment amends the Company’s prior Amended and Restated Certificate of Incorporation to allow for the exculpation of certain officers of the Company as permitted by the Delaware General Corporation Law.

A description of the 2026 Amendment is set forth as part of Proposal No. 5 in the Company’s Proxy Statement, which description is incorporated herein by reference. The foregoing description of the 2026 Amendment provided herein and contained in the Proxy Statement is qualified in its entirety by reference to the full text of the 2026 Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K, and is incorporated by reference herein.


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

On May 21, 2026, Precision BioSciences, Inc. (the “Company”) held its annual meeting of stockholders (the “Meeting”). At the Meeting, a total of 22,304,867 shares of the Company’s common stock, par value $0.000005 (the “Common Stock”), were present in person or represented by proxy, representing approximately 86% of the Common Stock outstanding as of the March 25, 2026, record date. The following are the voting results for the proposals considered and voted upon at the Meeting, each of which were described in the Company’s Proxy Statement.

Item 1 – Election of two Class I directors to serve until the Company’s annual meeting of stockholders to be held in 2029 and until their respective successors have been duly elected and qualified.
Votes FORVotes WITHHELDBroker Non-Votes
Melinda Brown14,348,8884,978,6452,977,334
Geno Germano14,288,2705,039,2632,977,334

Item 2 – Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.

Votes FORVotes AGAINSTVotes ABSTAINEDBroker Non-Votes
22,198,59799,8796,3910


Item 3 – Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.

Votes FORVotes AGAINSTVotes ABSTAINEDBroker Non-Votes
18,696,193612,83618,5042,977,334

Item 4 – Approval of the amendment and restatement of the Company’s 2019 Incentive Award Plan.

Votes FORVotes AGAINSTVotes ABSTAINEDBroker Non-Votes
11,170,6358,145,99210,9062,977,334

Item 5 – Approval of an amendment to the Company’s Certificate of Incorporation to reflect changes in Delaware law regarding officer exculpation.

Votes FORVotes AGAINSTVotes ABSTAINEDBroker Non-Votes
17,909,7031,411,6946,1362,977,334

Item 6 – Approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve any of the other proposals.

Votes FORVotes AGAINSTVotes ABSTAINEDBroker Non-Votes
16,653,2835,647,7373,8470


Based on the foregoing votes, Melinda Brown and Geno Germano were elected as Class I directors, and Item 2, Item 3, Item 4, Item 5, and Item 6 were approved.

Item 9.01 Financial Statements and Exhibits.
(d)Exhibits


Exhibit
No.		Description
3.1
Certificate of Amendment to Amended and Restated Certificate of Incorporation of Precision BioSciences, Inc.
10.1
Precision BioSciences, Inc. 2019 Incentive Award Plan, as Amended and Restated.
104Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.
PRECISION BIOSCIENCES, INC.
Date:May 26, 2026By:/s/ John Alexander Kelly
John Alexander Kelly
Chief Financial Officer

Source: View Original Filing on SEC EDGAR

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