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
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Annual Meeting was held on
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
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
The annual report, the consolidated financial statements and the statutory
financial statements of the Company for the year ended
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
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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
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., andDouglas 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
BROKER NOMINEE FOR AGAINST WITHHELD NON-VOTES
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
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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
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
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
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Proposal 9 - Approval of Increase to the Maximum Number of Authorized Share
Capital and Extending the Date by which the Board of Directors
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
BROKER FOR AGAINST ABSTAIN NON-VOTES NUMBER 54,155,040 180,075 193,362 0
Proposal 11 - Re-election of the Auditors
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 ofAssociation of CRISPR Therapeutics AG 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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