CRISPR Therapeutics AG

8-K · crsp-20260604.htm iXBRL

0001674416 2026-06-04 2026-06-04

  

  
 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 4, 2026

 CRISPR THERAPEUTICS AG
 (Exact name of Registrant as Specified in Its Charter)

 Switzerland

 001-37923

 Not Applicable

 (State or Other Jurisdiction
 of Incorporation)

 (Commission File Number)

 (IRS Employer
 Identification No.)

 Baarerstrasse 14
 6300 Zug , Switzerland

 Not Applicable

 (Address of Principal Executive Offices)

 (Zip Code)

 Registrant’s Telephone Number, Including Area Code: +41 (0)41 561 32 79
 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:

 ☐

 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(s)

 Name of each exchange on which registered

 Common Shares, nominal value CHF 0.03

 CRSP

 The Nasdaq Global 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
 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:

  

  

 FOR

 AGAINST

 ABSTAIN

 BROKER
 NON-VOTES

 NUMBER

 70,716,663

 288,652

 248,393

 0

 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

 70,554,606

 415,599

 283,503

 0

 Proposal 3 – Discharge of the Members of the Company’s 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, 2025 was approved. The results of the vote were as follows:

 FOR

 AGAINST

 ABSTAIN

 BROKER
 NON-VOTES

 NUMBER

 48,379,678

 262,761

 112,414

  

 22,498,855

 Proposal 4 – Re-election of the Members to the Board of Directors and the Chairman
 Samarth Kulkarni, Ph.D., Ali Behbahani, M.D., Maria Fardis, Ph.D., H. Edward Fleming Jr., M.D., Simeon J. George, M.D., John T. Greene, Katherine A. High, M.D., Sandesh Mahatme, LL.M., Briggs W. Morrison, M.D., Christian Rommel, Ph.D. and Douglas A. Treco, Ph.D. were each duly re-elected as members of the Company’s Board of Directors and Samarth Kulkarni, Ph.D. was duly re-elected as the chairman of the Company’s Board of Directors. The results of the election were as follows:

 NOMINEE

 FOR

 AGAINST

 ABSTAIN

 BROKER
 NON-VOTES

 Samarth Kulkarni, Ph.D.

 47,043,987

 1,628,226

 82,640

 22,498,855

 Ali Behbahani, M.D.

 35,498,392

 13,174,523

 81,938

 22,498,855

 Maria Fardis, Ph.D.

 47,804,457

 874,207

 76,189

 22,498,855

 H. Edward Fleming Jr., M.D.

 46,977,636

 1,686,127

 91,090

 22,498,855

 Simeon J. George, M.D.

 47,435,748

 1,225,519

 93,586

 22,498,855

 John T. Greene

 46,876,367

 1,793,109

 85,377

 22,498,855

 Katherine A. High, M.D.

 47,779,619

 899,787

 75,447

 22,498,855

 Sandesh Mahatme, LL.M.

 46,268,964

 2,405,580

 80,309

 22,498,855

 Briggs W. Morrison, M.D.

  

 46,013,911

  

 2,659,681

  

 81,261

  

 22,498,855

 Christian Rommel, Ph.D.

 47,802,202

 872,050

 80,601

 22,498,855

 Douglas A. Treco, Ph.D.

 44,359,453

 4,317,384

 78,016

 22,498,855

 Proposal 5 – Re-election of the Members of the Compensation Committee
 Ali Behbahani, M.D., H. Edward Fleming, Jr., M.D., John T. Greene and Briggs W. Morrison, 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

 AGAINST

 ABSTAIN

 BROKER
 NON-VOTES

 Ali Behbahani, M.D.

 35,458,908

 13,198,641

 97,304

 22,498,855

 H. Edward Fleming Jr., M.D.

 46,322,476

 2,341,513

 90,864

 22,498,855

 John T. Greene

 46,319,646

 2,326,146

 109,061

 22,498,855

 Briggs W. Morrison, M.D.

 45,317,635

 3,329,265

 107,953

 22,498,855

 Proposal 6 – Approval of the Compensation for the Board of Directors and the Executive Committee and Non-Binding Advisory Vote on the 2025 Compensation Report

  

  

 The total non-performance-related compensation for members of the Board of Directors from the Annual Meeting to the 2027 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

 48,085,285

 516,488

 153,080

 22,498,855

 The grant of equity for members of the Board of Directors from the Annual Meeting to the 2027 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

 39,099,507

 9,503,941

 151,405

 22,498,855

 The total non-performance related compensation for members of the Executive Committee from July 1, 2026 to June 30, 2027 was approved on a binding basis. The results of the binding vote were as follows:

 FOR

 AGAINST

 ABSTAIN

 BROKER
 NON-VOTES

 NUMBER

 41,987,938

 6,608,726

 158,189

 22,498,855

 The total variable compensation for members of the Executive Committee for the current year ending December 31, 2026 was approved on a binding basis. The results of the binding vote were as follows:

 FOR

 AGAINST

 ABSTAIN

 BROKER
 NON-VOTES

 NUMBER

 41,997,078

 6,612,356

 145,419

 22,498,855

 The grant of equity for members of the Executive Committee from the Annual Meeting to the 2027 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

 33,726,778

 14,883,412

 144,663

 22,498,855

 The endorsement of the 2025 Compensation Report was approved on a non-binding basis. The results of the non-binding vote were as follows:

 FOR

 AGAINST

 ABSTAIN

 BROKER
 NON-VOTES

 NUMBER

 39,906,651

 8,704,469

 143,733

 22,498,855

 Proposal 7 – Non-Binding Advisory Vote on the Compensation Paid to the Company’s Named Executive Officers Under U.S. Securities Law Requirements
 The compensation paid to 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

 33,742,001

 14,867,591

 145,261

 22,498,855

 Proposal 8 – Approval of an Increase to the Company’s Capital Band
 An increase to the Company’s capital band was approved with at least two thirds of the votes represented and the absolute majority of the par value of the represented shares. The results of the vote were as follows:

 FOR

 AGAINST

 ABSTAIN

 BROKER
 NON-VOTES

 NUMBER

 69,408,999

  

 1,361,697

 483,012

 0

 Proposal 9 – Approval of an Increase to the Conditional Share Capital for the Conversion of Bonds and Similar Debt Instruments

  

  

 An increase to the conditional share capital for the conversion of bonds and similar debt instruments was approved with at least two thirds of the votes represented and the absolute majority of the par value of the represented shares. The results of the vote were as follows:

 FOR

 AGAINST

 ABSTAIN

 BROKER
 NON-VOTES

 NUMBER

 47,341,035

  

 1,298,782

 115,036

 22,498,855

 Proposal 10 – Approval of the 2026 Plan
 The 2026 Plan was approved. The results of the vote were as follows:

 FOR

 AGAINST

 ABSTAIN

 BROKER
 NON-VOTES

 NUMBER

 42,839,199

  

 5,763,564

 152,090

 22,498,855

 Proposal 11 – 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

 70,290,203

 640,943

 322,562

  

 0

 Proposal 12 –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, 2026. The results of the election were as follows:

 FOR

 AGAINST

 ABSTAIN

 BROKER
 NON-VOTES

 NUMBER

 69,875,653

 462,910

 915,145

 0

 Proposal 13 – Transact Any Other Business that may Properly Come Before the 2026 Annual General Meeting or any Adjournment or Postponement thereof
 The proposal for the transaction of any other business that properly came before the Annual Meeting or any adjournment or postponement thereof, to follow the respective proposal of the Board of Directors as proposed at the Annual Meeting, was approved. The results of the election were as follows:

 FOR

 AGAINST

 ABSTAIN

 BROKER
 NON-VOTES

 NUMBER

 29,000,337

 19,464,339

 290,177

 22,498,855

 Item 9.01 Financial Statements and Exhibits
 (d) Exhibits

  

  

 Exhibit
Number

 Description

 3.1*

 Amended and Restated Articles of Association of CRISPR Therapeutics AG

 10.1*

  

 CRISPR Therapeutics AG 2026 Stock Option And Incentive Plan

 10.2*

  

 Form of Incentive Stock Option Agreement under the CRISPR Therapeutics AG 2026 Stock Option And Incentive Plan

 10.3*

  

 Form of Non-Qualified Stock Option Agreement for Company Employees under the CRISPR Therapeutics AG 2026 Stock Option And Incentive Plan

 10.4*

  

 Form of Non-Qualified Stock Option Agreement for Non-Employee Directors under the CRISPR Therapeutics AG 2026 Stock Option And Incentive Plan

 10.5*

  

 Form of Restricted Stock Award Agreement under the CRISPR Therapeutics AG 2026 Stock Option And Incentive Plan

 10.6*

  

 Form of Restricted Stock Unit Award Agreement for Company Employees under the CRISPR Therapeutics AG 2026 Stock Option And Incentive Plan

 10.7*

  

 Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the CRISPR Therapeutics AG 2026 Stock Option And Incentive Plan

 104

 Cover Page Interactive Data File (embedded within the Inline XBRL document)

 * Filed herewith.
  

  

  

 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 4, 2026

 By:

 /s/ Samarth Kulkarni

 Samarth Kulkarni, Ph.D.

 Chief Executive Officer