CRISPR Therapeutics AG
For the period ended May 30, 2024. Filed Apr 9, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 30, 2024 · Filed Apr 9, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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Baarerstrasse 14
6300 Zug
Switzerland
+41 (0) 41 561 32 77
NOTICE OF INVITATION TO 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held On May 30, 2024
Important Notice: Please also read the accompanying proxy statement, which forms an integral part of this notice. The proxy statement contains in particular: the statement of reasons for the below proposals of the Company’s board of directors (pages 60–85), details regarding admission to the meeting and persons eligible to vote (page 3), the voting procedure (pages 3–5) and details regarding the independent voting representative (page 5).
Dear Shareholders:
You are cordially invited to the 2024 annual general meeting of shareholders, or the 2024 Annual General Meeting, of CRISPR Therapeutics AG, or the Company, to be held on May 30, 2024 at 8:00 a.m. Central European Summer Time (2:00 a.m. Eastern Daylight Time) as a physical meeting at the offices of Walder Wyss Ltd., Seefeldstrasse 123, 8008 Zurich, Switzerland. At the 2024 Annual General Meeting, the Company’s board of directors, or the Board of Directors, will propose to the Company’s shareholders to consider and vote on the below matters. The Company’s common shares are listed only on The Nasdaq Global Market and are traded under the symbol “CRSP.”
Approval of the Swiss Management Report, the Consolidated Financial Statements and the Statutory Financial Statements of the Company for the year ended December 31, 2023.
The Board of Directors proposes to the shareholders to approve the Swiss management report, the consolidated financial statements and the statutory financial statements of the Company for the year ended December 31, 2023 and to take note of the reports of the auditors. Copies of these documents are available on the Internet at ir.crisprtx.com/swiss-statutory-financial-statements-and-audit-reports and available for download atwww.proxydocs.com/CRSP.
Approval of the Appropriation of Financial Results.
The Board of Directors proposes to the shareholders to carry forward the net loss resulting from the appropriation of financial results as follows:
| Proposed Appropriation of Net Loss: in Swiss Francs (“CHF”) | ||
|---|---|---|
| Balance brought forward from previous years | CHF | (937,248,716) |
| Net loss for the period (on a stand-alone unconsolidated basis): | CHF | (116,377,435) |
| Total accumulated net loss: | CHF | (1,053,626,151) |
| Resolution proposed by the Board of Directors: | ||
| - RESOLVED, that the net loss for the period of CHF 116,377,435 shall be carried forward. | ||
Discharge of the Members of the Board of Directors and the Executive Committee.
The Board of Directors proposes to the shareholders that the members of the Board of Directors and the executive committee of the Company, or the Executive Committee, be discharged from personal liability for the business year ended December 31, 2023.
Election or Re-election of the Members to the Board of Directors and the Chairman.
The Board of Directors proposes to the shareholders that Samarth Kulkarni, Ph.D., be re-elected as member of the Board of Directors and elected as Chairman of the Board of Directors and that each of 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., Douglas A. Treco, Ph.D., Sandesh Mahatme, LL.M., and Christian Rommel, Ph.D., be, as applicable, elected or re-elected as directors, each for a term extending until completion of the 2025 annual general meeting of shareholders. Information on the professional backgrounds and qualifications of each director nominee, as well as information on committee memberships, can be found under “Board of Directors and Corporate Governance—Election of Directors” on pages 7-10 in the accompanying proxy statement and is available atwww.proxydocs.com/CRSP.
4.a Re-election of Samarth Kulkarni, Ph.D., as member and election as Chairman
4.b Re-election of Ali Behbahani, M.D.
4.c Re-election of Maria Fardis, Ph.D.
4.d Re-election of H. Edward Fleming, Jr., M.D.
4.e Re-election of Simeon J. George, M.D.
4.f Re-election of John T. Greene
4.g Re-election of Katherine A. High, M.D.
4.h Re-election of Douglas A. Treco, Ph.D.
4.i Election of Sandesh Mahatme, LL.M.
4.j Election of Christian Rommel, Ph.D.
Re-election of the Members of the Compensation Committee.
The Board of Directors proposes to the shareholders to re-elect each of Ali Behbahani, M.D., H. Edward Fleming, Jr., M.D., Simeon J. George, M.D., and John T. Greene as members of the Compensation Committee of the Board of Directors, each for a term extending until completion of the 2025 annual general meeting of shareholders. Information on the professional backgrounds and qualifications of each director nominee can be found under “Board of Directors and Corporate Governance—Election of Directors” on pages 9-10 in the accompanying proxy statement and are available atwww.proxydocs.com/CRSP.
5.a Re-election of Ali Behbahani, M.D.
5.b Re-election of H. Edward Fleming, Jr., M.D.
5.c Re-election of Simeon J. George, M.D.
5.d Re-election of John T. Greene
Approval of the Compensation for the Board of Directors and the Executive Committee and Non-Binding Advisory Vote on the 2023 Compensation Report.
The Board of Directors proposes to the shareholders to hold the following separate votes on the non-performance-related compensation and the variable compensation of the Board of Directors and the Executive Committee:
6.a Binding vote on maximum non-performance-related compensation for members of the Board of Directors from the 2024 Annual General Meeting to the 2025 annual general meeting of shareholders.
The Board of Directors proposes to the shareholders to approve the maximum amount of non-performance-related compensation for the members of the Board of Directors covering the period from the 2024 Annual General Meeting to the 2025 annual general meeting of shareholders, i.e., USD $607,500 (cash based compensation).
6.b Binding vote on maximum equity for members of the Board of Directors from the 2024 Annual General Meeting to the 2025 annual general meeting of shareholders.
The Board of Directors proposes to the shareholders to approve the maximum grant of equity or equity linked instruments for the members of the Board of Directors covering the period from the 2024 Annual General Meeting to the 2025 annual general meeting of shareholders with maximum value of USD $12,389,198 (equity grant date value).
6.c Binding vote on maximum non-performance-related compensation for members of the Executive Committee from July 1, 2024 to June 30, 2025.
The Board of Directors proposes to the shareholders to approve the maximum amount of non-performance-related cash compensation for the members of the Executive Committee covering the period from July 1, 2024 to June 30, 2025, i.e., USD $3,700,579 (cash based compensation plus social security costs).
6.d Binding vote on maximum variable compensation for members of the Executive Committee for the current year ending December 31, 2024.
The Board of Directors proposes to the shareholders to approve the maximum amount of variable compensation for the members of the Executive Committee for the current year ending December 31, 2024, i.e., USD $3,195,625 (cash based compensation plus social security costs).
6.e Binding vote on maximum equity for members of the Executive Committee from the 2024 Annual General Meeting to the 2025 annual general meeting of shareholders.
The Board of Directors proposes to the shareholders to approve the maximum grant of equity or equity linked instruments for the members of the Executive Committee covering the period from the 2024 Annual General Meeting of shareholders to the 2025 annual general meeting of shareholders with maximum value of USD $58,618,973 (equity grant date value).
6.f. Non-binding advisory vote on the 2023 Compensation Report.
The Board of Directors proposes to the shareholders the endorsement (a non-binding advisory vote) of the 2023 Compensation Report. The 2023 Compensation Report is available on the Internet at ir.crisprtx.com/swiss-statutory-financial-statements-and-audit-reports and available for download atwww.proxydocs.com/CRSP.
Non-Binding Advisory Vote on the Compensation Paid to the Company’s Named Executive Officers under U.S. Securities Law Requirements.
The Board of Directors proposes to the shareholders to approve an advisory resolution approving the compensation of the Company’s named executive officers, as disclosed in the accompanying proxy statement for the 2024 Annual General Meeting pursuant to the executive compensation disclosure rules promulgated by the Securities and Exchange Commission.
Approval of an Increase of the Conditional Share Capital for Employee Equity Plans.
The Board of Directors proposes to the shareholders to increase the Company’s conditional share capital for employee equity plans by 1,000,000 common shares in order to cover any future share issuances due to the exercise of equity incentive awards under the Company’s employee equity plans and to amend art. 3c para. 1 of the articles of association of the Company, or the Articles of Association, as follows (changes inbold (new wording) orstrikethrough (no longer applicable wording)):
| Art. 3c Conditional Share Capital for Employee Benefit Plans | Art. 3c Bedingtes Aktienkapital für Mitarbeiterbeteiligungspläne |
|---|---|
| The share capital of the Company shall be increased by an amount not exceeding CHF 597,777.96 627,777.96 through the issue of a maximum of 19,925,932 20,925,932 registered shares, payable in full, each with a nominal value of CHF 0.03, in connection with the exercise of option rights granted to any employee of the Company or a subsidiary, and any consultant, members of the Board of Directors, or other person providing services to the Company or a subsidiary. | Das Aktienkapital kann durch die Ausgabe von höchstens 19‘925‘932 20‘925‘932 voll zu liberierenden Namenaktien im Nennwert von je CHF 0.03 um höchstens CHF 597‘777.96 627‘777.96 durch Ausübung von Optionsrechten erhöht werden, welche Mitarbeitenden der Gesellschaft oder ihrer Tochtergesellschaften, Personen in vergleichbaren Positionen, Beratern, Verwaltungsratsmitgliedern oder anderen Personen, welche Dienstleistungen zu Gunsten der Gesellschaft erbringen, gewährt wurden. |
Approval of an Amendment to the CRISPR Therapeutics AG 2018 Stock Option and Incentive Plan.
The Board of Directors proposes to the shareholders to amend the CRISPR Therapeutics AG 2018 Stock Option and Incentive Plan, or the 2018 Plan, by (a) increasing the total number of common shares which may be issued pursuant to the 2018 Plan by 1,000,000 common shares, increasing the total number of common shares issuable under the 2018 Plan to 17,400,000 common shares, plus the number of shares that were available for issuance under the CRISPR Therapeutics AG Amended and Restated 2016 Stock Option and Incentive Plan, or the 2016 Plan, on the original effective date of the 2018 Plan, plus any common shares underlying any awards that are forfeited, canceled, held back upon exercise or settlement of an award to satisfy the exercise price or tax withholding, reacquired by us prior to vesting, satisfied without any issuance of common shares, expired or are otherwise terminated, other than by exercise, under the 2018 Plan, the 2016 Plan and the CRISPR Therapeutics AG 2015 Stock Option and Grant Plan; and (b) increasing the number of shares that may be issued under the 2018 Plan in the form of incentive stock options by 1,000,000 common shares.
Approval of Amendments to the Articles of Association to Facilitate the Use of Equity Compensation and Pension Benefits Programs Consistent with Current Market Practices.
The Board of Directors proposes to amend and restate certain provisions of the Articles of Association to align the Company's use of equity compensation and pension benefits programs with evolving Swiss legal trends and current market practices including, without limitation, permitting the Company to use common shares, stock options, restricted stock units and other similar instruments as equity incentive compensation under the Company’s various equity incentive plans including the 2018 Plan and a more flexible use of international pension benefit plans. The Board of Directors shall be authorized to amend and restate 18, 32, 33, 40 and 41 of the Articles of Association as set forth in more detail under “Proposal 10 - Approval of Amendments to the Articles of Association to Facilitate the Use of Equity Compensation and Pension Benefits Programs Consistent with Current Market Practices.” on pages 74-81 in the accompanying proxy statement.
Approval of an Increase and Certain Adjustments to the Company’s Capital Band.
The Board of Directors proposes to increase the Company’s capital band in art. 3a of the Articles of Association to the upper limit of CHF 3,100,452.06 and to amend and restate art. 3a, para 1 of the Articles of Association to make certain ministerial changes to such paragraph (changes inbold (new wording) orstrikethrough (no longer applicable wording)):
| Art. 3a Capital Band | Art. 3a Kapitalband |
|---|---|
| The Board of Directors is authorized to conduct one or more increases of the share capital at any time until June 8, 2028, or the expiry of the capital band if earlier, within a lower limit of CHF 2,538,051.84 and up to an upper limit of CHF 2,952,222.573,100,452.06 by issuing a corresponding to 13,805,691 number of registered shares with a nominal value of CHF 0.03 each to be fully paid in. An increase of the share capital by means of an offering underwritten by a financial institution, a syndicate or another third party or third parties, followed by an offer to the then-existing shareholders of the Company shall also be permissible. | Der Verwaltungsrat ist ermächtigt, das Aktienkapital jederzeit bis zum 8. Juni 2028 oder dem früheren Dahinfallen des Kapitalbands einmal oder mehrmals innerhalb der Untergrenze von CHF 2'538'051.84 und der bis zur Obergrenze von CHF 2'952'222.573'100'452.06 durch Ausgabe von höchstens 13'805'691 einer entsprechenden Anzahl vollständig zu liberierenden Namenaktien mit einem Nennwert von je CHF 0.03 zu erhöhen. Eine Erhöhung des Aktienkapitals durch die Zeichnung von Aktien aufgrund eines von einem Finanzinstitut, eines Verbandes, einer anderen Drittpartei oder Drittparteien unter-zeichneten Angebots, gefolgt von einem Angebot gegenüber den zu diesem Zeitpunkt bestehenden Aktionären der Gesellschaft ist zulässig. |
Re-election of the Independent Voting Rights Representative.
The Board of Directors proposes to the shareholders the re-election of lic. iur. Marius Meier, Attorney at Law, c/o Bratschi AG, Lange Gasse 15, P.O. Box, CH-4052 Basel, Switzerland, as the independent voting rights representative until the closing of the 2025 annual general meeting of shareholders.
Re-election of the Auditors.
The Board of Directors proposes to the shareholders to re-elect Ernst & Young AG, Basel, as the Company’s statutory auditor for the term of office of one year and the re-election of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
Transact any Other Business that may Properly Come Before the 2024 Annual General Meeting or any Adjournment or Postponement thereof.
The Board of Directors proposes to the shareholders for any other business that may properly come before the 2024 Annual General Meeting or any adjournment or postponement thereof, to follow the respective proposal of the Board of Directors as proposed at the 2024 Annual General Meeting.
The foregoing items of business are more fully described in the accompanying proxy statement, which forms a part of this notice and is incorporated herein by reference. Shareholders of record at the close of business on April 8, 2024 will be entitled to notice of and to vote at the 2024 Annual General Meeting or any adjournment or postponement thereof.
We have elected to provide access to our proxy materials over the Internet under the Securities and Exchange Commission’s “notice and access” rules. We believe that providing our proxy materials over the Internet expedites shareholders’ receipt of proxy materials, lowers costs and reduces the environmental impact of our annual general meeting.
Thank you for your ongoing support and continued interest in CRISPR Therapeutics AG.
By Order of the Board of Directors,
Samarth Kulkarni, Ph.D.Chairman of the Board of Directors and Chief Executive Officer
Zug, Switzerland
April 9, 2024
Important Notice Regarding Internet Availability of Proxy Materials: This proxy statement and our 2023 annual report to shareholders, or the 2023 Annual Report, which includes our Annual Report on Form 10-K for the year ended December 31, 2023, are available atwww.proxydocs.com/CRSP. These documents are also available to any shareholder who wishes to receive a paper copy by calling (800) 579-1639, by emailing sendmaterial@ProxyVote.com or by submitting a request over the Internet at www.ProxyVote.com.
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