CRISPR THERAPEUTICS AG (NASDAQ:CRSP) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers
On May 31, 2017, at the 2017 Annual General Meeting of
Shareholders (the Annual Meeting), the shareholders of CRISPR
Therapeutics AG (the Company) approved the amendment and
restatement of the CRISPR Therapeutics AG 2016 Stock Option and
Incentive Plan (the Amended Plan).
to the terms of the Amended Plan, the maximum number of shares
authorized for issuance thereunder was increased by 2,012,684
shares to 9,284,463 shares. If the Companys 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 Amended Plan
will be appropriately adjusted. The Amended Plan permits the
award of stock options (both incentive and non-qualified
options), stock appreciation rights, restricted stock, restricted
stock units, unrestricted stock, performance shares and dividend
equivalent rights.
A detailed summary of the material features of the Amended Plan
is set forth in the Companys definitive proxy statement for the
Annual Meeting filed with the Securities and Exchange Commission
on April 18, 2017. That summary and the foregoing description are
qualified in their entirety by reference to the text of the
Amended Plan, which is filed as Exhibit 10.1 hereto and
incorporated herein by reference.
Item5.07. Submission of Matters to a Vote of Security
Holders.
The Annual Meeting of the Company was held on May31, 2017.
Proxies were solicited to the Companys proxy statement filed on
April18, 2017, with the Securities and Exchange Commission under
Section14(a) of the Securities Exchange Act of 1934, as amended.
The number of shares of the Company entitled to vote at the
Annual Meeting was 39,813,491common shares, par value CHF 0.03
per share (Common Shares). The number of Common Shares present or
represented by valid proxy at the Annual Meeting was 31,107,919,
representing 78.13% of the total Common Shares entitled to vote
at the Annual Meeting. Each Common Share was entitled to one vote
with respect to matters submitted to the Companys shareholders at
the Annual Meeting.
At the Annual Meeting, the Companys 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 December31, 2016, (ii) to approve the appropriation of
financial results, (iii)to discharge of the members of the Board
of Directors and Executive Committee, (iv)to re-elect eight members of the
Companys 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, (vii)to approve an increase in the conditional share
capital for employee benefit plans, (viii)to approve the Amended
Plan, (ix)to re-elect the independent
voting rights representative, (x)to re-elect Ernst Young LLP as
the Companys independent registered public accounting firm for
the year ending December 31, 2017 and (xi)to approve the change
of the Companys registered office from Basel, Switzerland to Zug,
Switzerland.
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
December31, 2016
The annual report, the
consolidated financial statements and the statutory financial
statements of the Company for the year ended December31, 2016
were approved. The results of the vote were as
follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||
|
NUMBER |
31,062,443 | 25,710 | 19,766 | |||||||||||||
|
AS PERCENTAGE OF OUTSTANDING |
78.02 | % | 0.06 | % | 0.05 | % |
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 |
31,014,740 | 33,010 | 22,588 | 37,581 | ||||||||||||
|
AS PERCENTAGE OF OUTSTANDING |
77.90 | % | 0.08 | % | 0.06 | % |
Proposal 3 Discharge of the
Members of the Board of Directors and Executive
Committee
The discharge of the members
of the Companys Board of Directors and the Executive Committee
from personal liability for their activities during the year
ended December31, 2016 was approved. The results of the vote were
as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||
|
NUMBER |
28,777,925 | 32,392 | 9,584 | 2,529,755 | ||||||||||||
|
AS PERCENTAGE OF OUTSTANDING |
71.03 | % | 0.08 | % | 0.02 | % |
Proposal 4 Re-election of
the Members of the Board of Directors
N. Anthony Coles, M.D., Rodger
Novak, M.D., Bradley Bolzon, Ph.D., Ali Behbahani, M.D., Kurt von
Emster, Simeon J. George, M.D., Thomas Woiwode, Ph.D., and Pablo
Cagnoni, M.D., were each duly re-elected as the Companys Board of
Directors, N. Anthony Coles, M.D. was duly re-elected as the
chairman of the Board of Directors. The results of the election
were as follows:
|
NOMINEE |
FOR | %FOR | AGAINST | %AGAINST | WITHHELD | %WITHHELD | BROKER NON-VOTES | |||||||||||||||||||||
|
N. Anthony Coles, M.D. |
28,499,524 | 71.58 | % | 74,006 | 0.19 | % | 4,634 | 0.01 | % | 2,529,755 | ||||||||||||||||||
|
Rodger Novak, M.D. |
28,544,716 | 71.70 | % | 29,377 | 0.07 | % | 4,071 | 0.01 | % | 2,529,755 | ||||||||||||||||||
|
Bradley Bolzon, Ph.D. |
28,500,635 | 71.59 | % | 73,458 | 0.18 | % | 4,071 | 0.01 | % | 2,529,755 | ||||||||||||||||||
|
Ali Behbahani, M.D. |
28,500,500 | 71.59 | % | 73,643 | 0.18 | % | 4,021 | 0.01 | % | 2,529,755 | ||||||||||||||||||
|
Kurt von Emster |
28,544,075 | 71.69 | % | 29,805 | 0.07 | % | 4,284 | 0.01 | % | 2,529,755 | ||||||||||||||||||
|
Simeon J. George, M.D. |
28,544,084 | 71.69 | % | 29,959 | 0.08 | % | 4,121 | 0.01 | % | 2,529,755 | ||||||||||||||||||
|
Thomas Woiwode, Ph.D. |
28,543,488 | 71.69 | % | 30,655 | 0.08 | % | 4,021 | 0.01 | % | 2,529,755 | ||||||||||||||||||
|
Pablo Cagnoni, M.D. |
28,499,954 | 71.58 | % | 74,089 | 0.19 | % | 4,121 | 0.01 | % | 2,529,755 |
Proposal 5 Re-election of
the Members of the Compensation Committee
Thomas Woiwode, Ph.D., Pablo
Cagnoni, M.D., N. Anthony Coles, M.D., and Simeon J. George, M.D.
were each duly re-elected as members of the Companys Compensation
Committee of the Board of Directors. The results of the election
were as follows:
|
NOMINEE |
FOR | %FOR | AGAINST | %AGAINST | WITHHELD | %WITHHELD | BROKER NON-VOTES | |||||||||||||||||||||
|
Thomas Woiwode, Ph.D. |
28,541,198 | 71.69 | % | 32,595 | 0.08 | % | 4,371 | 0.01 | % | 2,529,755 | ||||||||||||||||||
|
Pablo Cagnoni, M.D. |
28,540,898 | 71.69 | % | 32,595 | 0.08 | % | 4,671 | 0.01 | % | 2,529,755 | ||||||||||||||||||
|
N. Anthony Coles, M.D. |
28,541,396 | 71.69 | % | 31,597 | 0.08 | % | 5,171 | 0.01 | % | 2,529,755 | ||||||||||||||||||
|
Simeon J. George, M.D. |
28,540,433 | 71.69 | % | 32,097 | 0.08 | % | 5,634 | 0.01 | % | 2,529,755 |
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 2018 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 |
28,525,962 | 41,580 | 10,622 | 2,529,755 | ||||||||||||
|
AS PERCENTAGE OF OUTSTANDING |
71.65 | % | 0.10 | % | 0.03 | % |
The grant of equity for
members of the Board of Directors from the Annual Meeting to the
2018 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 |
28,488,721 | 82,955 | 6,488 | 2,529,755 | ||||||||||||
|
AS PERCENTAGE OF OUTSTANDING |
71.56 | % | 0.21 | % | 0.02 | % |
The total non-performance
related compensation for members of the Executive Committee from
July1, 2017 to June30, 2018 was approved on a binding basis. The
results of the binding vote were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||
|
NUMBER |
28,520,010 | 45,141 | 13,013 | 2,529,755 | ||||||||||||
|
AS PERCENTAGE OF OUTSTANDING |
71.63 | % | 0.11 | % | 0.03 | % |
The total variable
compensation for members of the Executive Committee for the
current year ending December31, 2017 was approved on a binding
basis. The results of the binding vote were as
follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||
|
NUMBER |
28,530,594 | 38,504 | 9,066 | 2,529,755 | ||||||||||||
|
AS PERCENTAGE OF OUTSTANDING |
71.66 | % | 0.10 | % | 0.02 | % |
The grant of equity for
members of the Executive Committee from the Annual Meeting to the
2018 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 |
28,483,374 | 87,287 | 7,503 | 2,529,755 | ||||||||||||
|
AS PERCENTAGE OF OUTSTANDING |
71.54 | % | 0.22 | % | 0.02 | % |
Proposal 7 Approval of an
Increase in the Conditional Share Capital for Employee Benefit
Plans
An increase in the Companys
conditional share capital for employee benefit plans was
approved. The results of the vote were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||
|
NUMBER |
28,474,394 | 91,198 | 12,572 | 2,529,755 | ||||||||||||
|
AS PERCENTAGE OF OUTSTANDING |
71.52 | % | 0.23 | % | 0.03 | % |
Proposal 8 Approval of the
Amended Plan
The Amended Plan was approved.
The results of the vote were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||
|
NUMBER |
28,473,258 | 92,539 | 12,367 | 2,529,755 | ||||||||||||
|
AS PERCENTAGE OF OUTSTANDING |
71.52 | % | 0.23 | % | 0.03 | % |
Proposal 9 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 |
31,035,870 | 58,352 | 13,697 | |||||||||||||
|
AS PERCENTAGE OF OUTSTANDING |
77.95 | % | 0.15 | % | 0.03 | % |
Proposal 10 Re-election of
the Auditors
Ernst Young AG was duly
elected as the Companys statutory auditor for the term of office
of one year, and Ernst Young LLP was duly elected as the Companys
independent registered public accounting firm for the year ending
December31, 2017. The results of the election were as
follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||
|
NUMBER |
31,055,381 | 45,870 | 6,668 | |||||||||||||
|
AS PERCENTAGE OF OUTSTANDING |
78.00 | % | 0.12 | % | 0.02 | % |
Proposal 11 Approval of the
Change of the Registered Office
The change of the registered
office of the Company from Basel, Switzerland to Zug, Switzerland
was approved. The results of the vote were as
follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||
|
NUMBER |
31,055,149 | 35,540 | 17,230 | |||||||||||||
|
AS PERCENTAGE OF OUTSTANDING |
78.00 | % | 0.09 | % | 0.04 | % |
Item9.01 Financial
Statements and Exhibits
| (d) | Exhibits |
10.1CRISPR Therapeutics AG
Amended and Restated 2016 Stock Option and Incentive
Plan
About CRISPR THERAPEUTICS AG (NASDAQ:CRSP)
Crispr Therapeutics AG is a Switzerland-based gene-editing company. The Company focuses on the development of transformative gene-based medicines for serious diseases using its Clustered Regularly Interspaced Short Palindromic Repeats (CRISPR)/Cas9 gene-editing platform. CRISPR/Cas9 can be programmed to cut, edit and correct disease-associated deoxyribonucleic acid (DNA) in a patient’s cell. The location at which the Cas9 molecular scissors cut the DNA to be edited is specified by guide ribonucleic acid (RNA), which is comprised of a crRNA component and a tracrRNA component, either individually or combined together as a single guide RNA. The Company has business operations in London, the United Kingdom, as well as research and development operations in Cambridge, the United States. CRISPR THERAPEUTICS AG (NASDAQ:CRSP) Recent Trading Information
CRISPR THERAPEUTICS AG (NASDAQ:CRSP) closed its last trading session 00.00 at 14.34 with 113,216 shares trading hands.