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 OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The Annual Meeting of the Company was held on May30, 2018. Proxies were solicited to the Company’s proxy statement filed on April18, 2018, 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 47,166,907common 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 41,610,319 representing 88.22% 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 Company’s shareholders at the Annual Meeting.
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 December31, 2017, (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 an increase in the conditional share capital for employee benefit plans, (viii)to approve the 2018 Plan, (ix)to approve the increase of the maximum authorized share capital and extension of the date by which the Company’s Board of Directors may increase authorized share capital, (x)to re-elect the independent voting rights representative, and (xi)to re-elect Ernst& Young LLP as the Company’s independent registered public accounting firm for the year ending December31, 2018.
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, 2017
The annual report, the consolidated financial statements and the statutory financial statements of the Company for the year ended December31, 2017 were approved. The results of the vote were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
|
NUMBER |
34,192,504 | 16,442 | 41,120 | 7,360,253 | ||
|
AS PERCENTAGE OF OUTSTANDING |
72.49 | % | 0.03 | % | 0.09 | % |
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 |
34,187,505 | 17,971 | 44,590 | 7,360,253 | ||
|
AS PERCENTAGE OF OUTSTANDING |
72.48 | % | 0.04 | % | 0.09 | % |
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 December31, 2017 was approved. The results of the vote were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON- VOTES | |||
|
NUMBER |
30,028,741 | 35,624 | 4,185,701 | 7,360,253 | ||
|
AS PERCENTAGE OF OUTSTANDING |
63.66 | % | 0.08 | % | 8.87 | % |
Proposal 4 – Election and Re-election of the Members and Chair of the Board of Directors
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 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 Samarth Kulkarni, Ph.D. was duly elected as a member of the Company’s Board of Directors. The results of the election were as follows:
|
NOMINEE |
FOR | %FOR | AGAINST | %AGAINST | WITHHELD | %WITHHELD | BROKER NON- VOTES | |||
|
Rodger Novak, M.D. |
34,153,770 | 72.41 | % | 70,864 | 0.15 | % | 25,432 | 0.05 | % | 7,360,253 |
|
Bradley Bolzon, Ph.D. |
32,565,102 | 69.04 | % | 1,153,383 | 2.45 | % | 531,581 | 1.13 | % | 7,360,253 |
|
Ali Behbahani, M.D. |
32,584,635 | 69.08 | % | 1,131,938 | 2.40 | % | 533,493 | 1.13 | % | 7,360,253 |
|
Kurt von Emster |
33,526,885 | 71.08 | % | 190,481 | 0.40 | % | 532,700 | 1.13 | % | 7,360,253 |
|
Simeon J. George, M.D. |
33,064,161 | 70.10 | % | 652,524 | 1.38 | % | 533,381 | 1.13 | % | 7,360,253 |
|
Thomas Woiwode, Ph.D. |
33,011,895 | 69.99 | % | 704,649 | 1.49 | % | 533,522 | 1.13 | % | 7,360,253 |
|
Pablo Cagnoni, M.D. |
31,534,125 | 66.86 | % | 2,183,555 | 4.63 | % | 532,386 | 1.13 | % | 7,360,253 |
|
Samarth Kulkarni, Ph.D. |
34,192,681 | 72.49 | % | 31,235 | 0.07 | % | 26,150 | 0.06 | % | 7,360,253 |
Proposal 5 – Re-election of the Members of the Compensation Committee
Thomas Woiwode, Ph.D., Pablo Cagnoni, M.D., and Simeon J. George, 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 | %FOR | AGAINST | %AGAINST | WITHHELD | %WITHHELD | BROKER NON- VOTES | |||
|
Thomas Woiwode, Ph.D. |
32,491,957 | 68.89 | % | 1,221,765 | 2.59 | % | 536,344 | 1.14 | % | 7,360,253 |
|
Pablo Cagnoni, M.D. |
31,811,694 | 67.44 | % | 1,902,056 | 4.03 | % | 536,316 | 1.14 | % | 7,360,253 |
|
Simeon J. George, M.D. |
33,031,514 | 70.03 | % | 1,187,367 | 2.52 | % | 31,185 | 0.07 | % | 7,360,253 |
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 2019 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 |
34,005,280 | 139,337 | 105,449 | 7,360,253 | ||
|
AS PERCENTAGE OF OUTSTANDING |
72.10 | % | 0.30 | % | 0.22 | % |
The grant of equity for members of the Board of Directors from the Annual Meeting to the 2019 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 |
31,265,858 | 2,861,743 | 122,465 | 7,360,253 | ||
|
AS PERCENTAGE OF OUTSTANDING |
66.29 | % | 6.07 | % | 0.26 | % |
The total non-performance related compensation for members of the Executive Committee from July1, 2018 to June30, 2019 was approved on a binding basis. The results of the binding vote were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON- VOTES | |||
|
NUMBER |
33,847,835 | 145,928 | 256,303 | 7,360,253 | ||
|
AS PERCENTAGE OF OUTSTANDING |
71.76 | % | 0.31 | % | 0.54 | % |
The total variable compensation for members of the Executive Committee for the current year ending December31, 2018 was approved on a binding basis. The results of the binding vote were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON- VOTES | |||
|
NUMBER |
33,851,163 | 141,534 | 257,369 | 7,360,253 | ||
|
AS PERCENTAGE OF OUTSTANDING |
71.77 | % | 0.30 | % | 0.55 | % |
The grant of equity for members of the Executive Committee from the Annual Meeting to the 2019 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 |
31,260,884 | 2,732,313 | 256,869 | 7,360,253 | ||
|
AS PERCENTAGE OF OUTSTANDING |
66.28 | % | 5.79 | % | 0.54 | % |
Proposal 7 – 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. The results of the vote were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON- VOTES | |||
|
NUMBER |
31,478,589 | 2,727,351 | 44,126 | 7,360,253 | ||
|
AS PERCENTAGE OF OUTSTANDING |
66.74 | % | 5.78 | % | 0.09 | % |
Proposal 8 – Approval of the 2018 Plan
The 2018 Plan was approved. The results of the vote were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON- VOTES | |||
|
NUMBER |
30,910,372 | 3,291,177 | 48,517 | 7.360,253 | ||
|
AS PERCENTAGE OF OUTSTANDING |
65.53 | % | 6.98 | % | 0.10 | % |
Proposal 9 – Approval of Increasing the Maximum Number of Authorized Share Capital and Extending the Date by Which the Board of Directors May Increase Authorized Share Capital
The shareholders voted to amend the Company’s articles of association to (i)authorize the Company’s Board of Directors to increase the maximum number of authorized share capital to 23,001,837, and (ii)extend the date by which the Company’s Board of Directors may increase the authorized share capital to May29, 2020. The results of the election were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||
|
NUMBER |
30,521,023 | 3,536,198 | 192,845 | 7,360,253 | ||
|
AS PERCENTAGE OF OUTSTANDING |
64.71 | % | 7.5 | % | 0.41 | % |
Proposal 10 – 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 |
34,182,032 | 29,775 | 38,259 | 7,360,253 | ||
|
AS PERCENTAGE OF OUTSTANDING |
72.47 | % | 0.06 | % | 0.08 | % |
Proposal 11 – 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 December31, 2018. The results of the election were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON- VOTES | |||
|
NUMBER |
41,403,406 | 101,208 | 105,705 | |||
|
AS PERCENTAGE OF OUTSTANDING |
87.78 | % | 0.21 | % | 0.22 | % |
| Item 5.02 | Financial Statements and Exhibits |
(d)Exhibits
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.