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CRISPR THERAPEUTICS AG

(CRSP)
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CRISPR THERAPEUTICS AG : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

06/14/2021 | 04:54pm EDT

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 become effective upon registration in the Commercial Register in the canton of Zug, Switzerland on or about June 18, 2021, 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 10, 2021. 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, 2020, (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 equity plans, (viii) to approve an increase in the maximum size of the Board of Directors, (ix) to approve the increase of the maximum number of authorized share capital and extend the date by which the Board of Directors may increase the authorized share capital of the Company, (x) to re-elect the independent voting rights representative, and (xi) 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, 2021.

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, 2020

The annual report, the consolidated financial statements and the statutory financial statements of the Company for the year ended December 31, 2020 were approved. The results of the vote were as follows:



                                           BROKER
            FOR       AGAINST   ABSTAIN   NON-VOTES
NUMBER   54,288,916    83,434   156,127           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:



                                           BROKER
            FOR       AGAINST   ABSTAIN   NON-VOTES
NUMBER   54,250,671    84,068   193,737           0





--------------------------------------------------------------------------------

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, 2020 was approved. The results of the vote were as follows:



                                            BROKER
            FOR       AGAINST   ABSTAIN   NON-VOTES
NUMBER   39,082,679   320,936    84,647   15,040,215



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., Simeon J. George, M.D., John T. Greene, Katherine A. High, M.D.,
and Douglas A. Treco, Ph.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 H Edward Fleming Jr., M.D., was duly
elected as a member of the Company's Board of Directors. The results of the
election were as follows:



                                                                    BROKER
NOMINEE                         FOR        AGAINST     WITHHELD   NON-VOTES
Rodger Novak, M.D.           39,117,870      317,298     53,094   15,040,215
Samarth Kulkarni, Ph.D.      38,515,108      916,969     56,186   15,040,215
Ali Behbahani, M.D.          24,568,920   14,862,226     57,115   15,040,215
Bradley Bolzon, Ph.D.        38,131,989    1,302,014     54,258   15,040,215
Simeon J. George, M.D.       37,822,979    1,606,513     58,769   15,040,215
John T. Greene               39,114,765      312,604     60,893   15,040,215
Katherine A. High, M.D.      38,490,283      926,503     71,476   15,040,215
Douglas A. Treco, Ph.D.      39,103,790      304,839     79,632   15,040,215
H Edward Fleming Jr., M.D.   39,288,405      139,873     59,984   15,040,215



Proposal 5 -Re-election of the Members of the Compensation Committee

Ali Behbahani, M.D., Simeon J. George, M.D., and John T. Greene, 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:



                                                                BROKER
NOMINEE                     FOR        AGAINST     WITHHELD   NON-VOTES

Ali Behbahani, M.D. 24,060,190 15,356,603 71,468 15,040,215 Simeon J. George, M.D. 38,110,394 1,305,648 72,219 15,040,215 John T. Greene

           39,083,033      330,202     75,027   15,040,215




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 2022 annual general meeting of shareholders was approved on a binding basis. The results of the binding vote were as follows:




                                            BROKER
            FOR       AGAINST   ABSTAIN   NON-VOTES
NUMBER   38,422,527   922,279   143,456   15,040,215

--------------------------------------------------------------------------------

The grant of equity for members of the Board of Directors from the Annual Meeting to the 2022 annual general meeting of shareholders was approved on a binding basis. The results of the binding vote were as follows:



                                              BROKER
            FOR        AGAINST    ABSTAIN   NON-VOTES
NUMBER   31,306,914   8,025,528   155,821   15,040,215



The total non-performance related compensation for members of the Executive Committee from July 1, 2021 to June 30, 2022 was approved on a binding basis. The results of the binding vote were as follows:



                                              BROKER
            FOR        AGAINST    ABSTAIN   NON-VOTES
NUMBER   33,657,662   5,667,816   162,784   15,040,215



The total variable compensation for members of the Executive Committee for the current year ending December 31, 2021 was approved on a binding basis. The results of the binding vote were as follows:



                                              BROKER
            FOR        AGAINST    ABSTAIN   NON-VOTES
NUMBER   33,651,909   5,677,912   158,440   15,040,215



The grant of equity for members of the Executive Committee from the Annual Meeting to the 2022 annual general meeting of shareholders was approved on a binding basis. The results of the binding vote were as follows:



                                              BROKER
            FOR        AGAINST    ABSTAIN   NON-VOTES
NUMBER   33,507,367   5,832,117   148,777   15,040,215



Proposal 7 - Approval of an Increase in the Conditional Share Capital for Employee Equity Plans

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




                                              BROKER
            FOR        AGAINST    ABSTAIN   NON-VOTES

NUMBER 32,939,994 6,468,956 79,312 15,040,215

Proposal 8 - Approval of Increasing the Maximum Size of the Board of Directors

An increase in the maximum size of the Board of Directors was approved with at least two thirds of the votes cast. The results of the vote were as follows:



                                             BROKER
            FOR        AGAINST    ABSTAIN   NON-VOTES
NUMBER   53,146,736   1,108,225   273,515           0





--------------------------------------------------------------------------------

Proposal 9 - Approval of Increase to the Maximum Number of Authorized Share Capital and Extending the Date by which the Board of Directors May Increase the Share Capital

The increase of the maximum number of authorized share capital and extension of the date by which the Board of Directors may increase the share capital was approved with at least two thirds of the votes cast. The results of the election were as follows:




                                              BROKER
            FOR        AGAINST     ABSTAIN   NON-VOTES
NUMBER   40,934,039   13,339,496   254,942           0




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:



                                           BROKER
            FOR       AGAINST   ABSTAIN   NON-VOTES
NUMBER   54,155,040   180,075   193,362           0



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 December 31, 2021. The results of the election were as follows:



                                           BROKER
            FOR       AGAINST   ABSTAIN   NON-VOTES
NUMBER   54,061,756   319,110   147,611           0

Item 9.01 Financial Statements and Exhibits



(d) Exhibits



Exhibit
Number    Description

3.1         Amended and Restated Articles of Association of CRISPR Therapeutics AG

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







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© Edgar Online, source Glimpses

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