8-K 1 d765862d8k.htm 8-K 8-K

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 11, 2019

CRISPR THERAPEUTICS AG

(Exact Name of Company as Specified in Charter)

 

Switzerland   001-37923   Not Applicable
(State or Other Jurisdiction
of Incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

Baarerstrasse 14

6300 Zug

Switzerland

+41 61 228 7800

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

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 (see General Instruction A.2. below):

 

☐

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

   

Name of each exchange on which
registered

Common Shares, CHF 0.03 par value    CRSP    NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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 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 Form 10-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 and re-elect eight members and the chairman to the Company’s Board of Directors, (v) to re-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) to re-elect the independent voting rights representative, and (xvii) 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, 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

The annual report, the consolidated financial statements and the statutory financial statements of the Company for the year ended December 31, 2018 were approved. The results of the vote were as follows:

 

     FOR      AGAINST      ABSTAIN      BROKER
NON-VOTES		  

NUMBER

      35,607,291        24,139        101,347        11,289,358  

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

      35,597,534        30,922        104,321        11,289,358  

Proposal 3 – Discharge of the Members of the 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, 2018 was approved. The results of the vote were as follows:

 

     FOR      AGAINST      ABSTAIN      BROKER
NON-VOTES		  

NUMBER

      35,547,578        68,377        116,822        11,289,358  

Proposal 4 – Election and Re-election of the Members and Chair of the Board of Directors

Rodger Novak, M.D., Samarth Kulkarni, Ph.D., Ali Behbahani, M.D., Bradley Bolzon, Ph.D., Pablo Cagnoni, M.D., and Simeon J. George, M.D., were each duly re-elected as members of the Company’s Board of Directors, Rodger Novak, M.D. was duly re-elected as the chairman of the Board of Directors, and John T. Greene, and Katherine A. High, M.D., were each duly elected as a member of the Company’s Board of Directors. The results of the election were as follows:

 

NOMINEE

    FOR      AGAINST      WITHHELD      BROKER
NON-VOTES		  

Rodger Novak, M.D.

      35,456,078        183,492        93,207        11,289,358  

Samarth Kulkarni, Ph.D.

      35,547,432        92,463        92,882        11,289,358  

Ali Behbahani, M.D.

      33,507,225        2,131,063        94,489        11,289,358  

Bradley Bolzon, Ph.D.

      33,511,146        2,129,679        91,952        11,289,358  

Pablo Cagnoni, M.D.

      33,294,929        2,345,170        92,678        11,289,358  

Simeon J. George, M.D.

      35,288,120        352,819        91,838        11,289,358  

John T. Greene

      35,570,975        68,374        93,428        11,289,358  

Katherine A. High, M.D.

      35,581,774        59,488        91,515        11,289,358  

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

Simeon J. George, M.D., and Pablo Cagnoni, M.D., were each duly re-elected as members of the Company’s Compensation Committee of the Board of Directors and John T. Greene was duly elected as a member of the Company’s Compensation Committee of the Board of Directors. The results of the election were as follows:

 

NOMINEE

    FOR      AGAINST      WITHHELD      BROKER
NON-VOTES		  

Simeon J. George, M.D.

      35,207,160        420,888        104,729        11,289,358  

Pablo Cagnoni, M.D.

      34,935,949        690,238        106,590        11,289,358  

John T. Greene

      35,542,735        83,855        106,187        11,289,358  

Proposal 6 – Approval of the Compensation for the Board of Directors and the Executive Committee

The total non-performance-related compensation for members of the Board of Directors from the Annual Meeting to the 2020 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

      35,394,219        208,731        129,827        11,289,358  

The grant of equity for members of the Board of Directors from the Annual Meeting to the 2020 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

      32,350,229        3,257,623        124,925        11,289,358  

The total non-performance related compensation for members of the Executive Committee from July 1, 2019 to June 30, 2020 was approved on a binding basis. The results of the binding vote were as follows:

 

     FOR      AGAINST      ABSTAIN      BROKER
NON-VOTES		  

NUMBER

      35,318,897        278,100        135,780        11,289,358  

The total variable compensation for members of the Executive Committee for the current year ending December 31, 2019 was approved on a binding basis. The results of the binding vote were as follows:

 

     FOR      AGAINST      ABSTAIN      BROKER
NON-VOTES		  

NUMBER

      35,257,910        335,485        139,382        11,289,358  

The grant of equity for members of the Executive Committee from the Annual Meeting to the 2020 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

      35,242,673        353,859        136,245        11,289,358  

Proposal 7 – Non-Binding Advisory Vote on the Compensation Paid to Named Executive Officers

The compensation for 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

      35,215,142        387,557        130,078        11,289,358  

Proposal 8 – Non-Binding Vote on the Frequency of Advisory Votes on Executive Compensation

The Company’s shareholders approved, on a non-binding, advisory basis a frequency of Three Years for the non-binding, advisory vote on the compensation of the Company’s named executive officers. The Board considered these voting results and other factors, and has determined that the Company will hold future advisory votes on its executive compensation on a triennial basis. The results of the non-binding vote were as follows:

 

     ONE YEAR      TWO
YEARS		      THREE
YEARS		      ABSTAIN      BROKER
NON-VOTES		  

NUMBER

      10,173,751        180,337        22,543,972        2,834,717        11,289,358  

Proposal 9 – Approval of an Increase in the Conditional Share Capital for Employee Benefit Plans

An increase in the Company’s conditional share capital for employee benefit plans was approved with at least two thirds of the votes cast. The results of the vote were as follows:

 

     FOR      AGAINST      ABSTAIN      BROKER
NON-VOTES		  

NUMBER

      31,186,939        4,433,484        112,354        11,289,358  

Proposal 10 – Approval of Amendment to the 2018 Stock Option and Incentive Plan

The Amendment to the 2018 Stock Option and Incentive Plan was approved. The results of the vote were as follows:

 

     FOR      AGAINST      ABSTAIN      BROKER
NON-VOTES		  

NUMBER

      30,818,040        4,782,554        132,183        11,289,358  

Proposal 11 – Amending and Restating art. 3a of the Articles

The amendment and restatement of art. 3a of the Articles was approved with at least two thirds of the votes cast. The results of the election were as follows:

 

     FOR      AGAINST      ABSTAIN      BROKER
NON-VOTES		  

NUMBER

      32,132,030        3,437,364        163,383        11,289,358  

Proposal 12 – Amending and Restating art. 4 of the Articles

The amendment and restatement of art. 4 of the Articles was approved with at least two thirds of the votes cast. The results of the election were as follows:

 

     FOR      AGAINST      ABSTAIN      BROKER
NON-VOTES		  

NUMBER

      29,178,320        3,882,466        2,671,991        11,289,358  

Proposal 13 – Amending and Restating art. 16 of the Articles

The amendment and restatement of art. 16 of the Articles was approved with at least two thirds of the votes cast. The results of the election were as follows:

 

     FOR      AGAINST      ABSTAIN      BROKER
NON-VOTES		  

NUMBER

      29,176,689        3,882,560        2,673,528        11,289,358  

Proposal 14 – Amending and Restating art. 17 of the Articles

The amendment and restatement of art. 17 of the Articles was approved with at least two thirds of the votes cast. The results of the election were as follows:

 

     FOR      AGAINST      ABSTAIN      BROKER
NON-VOTES		  

NUMBER

      29,176,496        3,882,205        2,674,076        11,289,358  

Proposal 15 – Amending and Restating art. 41 of the Articles

The amendment and restatement of art. 41 of the Articles was approved. The results of the election were as follows:

 

     FOR      AGAINST      ABSTAIN      BROKER
NON-VOTES		  

NUMBER

      32,575,102        2,980,393        177,282        11,289,358  

Proposal 16 – 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

      35,554,055        70,148        108,574        11,289,358  

Proposal 17 – 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, 2019. The results of the election were as follows:

 

     FOR      AGAINST      ABSTAIN      BROKER
NON-VOTES		  

NUMBER

      46,615,437        159,788        246,910        0  

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 13, 2019     By:   /s/ Samarth Kulkarni
     

Samarth Kulkarni

Chief Executive Officer