Item 5.02. Departure of Directors or Certain Officers; Election of Directors;

Approval of Amendment to CRISPR Therapeutics AG 2018 Stock Option and IncentivePlan

On June 9, 2022, at the 2022 Annual General Meeting of Shareholders (the "AnnualMeeting"), the shareholders of CRISPR Therapeutics AG (the "Company") approvedthe amendment (the "Plan Amendment") to the CRISPR Therapeutics AG 2018 StockOption and Incentive Plan (the "2018 Plan") to increase the number of commonshares, par value CHF 0.03 per share ("Common Shares") reserved for issuanceunder the 2018 Plan by 1,700,000 Common Shares and to increase the number ofshares that may be issued in the form of incentive stock options by 1,700,000Common Shares. The Plan Amendment previously had been approved, subject toshareholder approval, by the Company's Board of Directors (the "Board").

The Company's officers and directors are among the persons eligible to receiveawards under the 2018 Plan, as amended, in accordance with the terms andconditions thereunder. A detailed summary of the 2018 Plan and the PlanAmendment is set forth in the Company's proxy statement for the Annual Meetingfiled with the Securities and Exchange Commission on April 25, 2022 (the "ProxyStatement") under the caption "Proposal 13: Approval of Amendment to the CRISPRTherapeutics AG 2018 Stock Option and Incentive Plan", which summary isincorporated herein by reference. That detailed summary of the 2018 Plan andPlan Amendment, and the foregoing description of the Plan Amendment, arequalified in their entirety by reference to (i) the full text of the 2018 Plan,which is filed as Exhibit 99.1 to the Company's Registration Statement on FormS-8 filed on June 1, 2018, (ii) the full text of Amendment No. 1 to the 2018Stock Option and Incentive Plan, which is attached as Appendix A to theCompany's Definitive Proxy Statement on Schedule 14A filed on April 30, 2019,(iii) the full text of Amendment No. 2 to the 2018 Stock Option and IncentivePlan, which is attached as Appendix A to the Company's Definitive ProxyStatement on Schedule 14A filed on April 24, 2020, and (iv) the full text of thePlan Amendment, a copy of which is attached as Appendix A to the ProxyStatement, and in each case, incorporated herein by reference.

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 itsArticles of Association as described in the Proxy Statement. The Company'samended and restated Articles of Association become effective upon registrationin the Commercial Register in the canton of Zug, Switzerland on or about June15, 2022, subject to the approval by the Swiss Federal Commercial Authority. Acopy of the amended and restated Articles of Association is attached hereto asExhibit 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 9, 2022. Proxies were solicited pursuant tothe Proxy Statement.

At the Annual Meeting, the Company's shareholders were asked (i) to approve theSwiss statutory annual report, the consolidated financial statements and thestatutory financial statements of the Company for the year ended December 31,2021, (ii) to approve the appropriation of financial results, (iii) to dischargethe members of the Board of Directors and Executive Committee, (iv) to elect andre-elect nine members and the chairman to the Company's Board of Directors, (v)to re-elect three members of the Compensation Committee of the Board ofDirectors, (vi) to approve the compensation for the Board of Directors and theExecutive Committee, (vii) to approve the compensation paid to the Company'snamed executive officers under U.S. securities law requirements, (viii) toapprove the frequency of future shareholder advisory votes on the compensationpaid to the Company's named executive officers under U.S. securities lawrequirements, (ix) to approve an increase in the maximum size of the Board ofDirectors, (x) to approve an adjustment of the maximum number of authorizedshare capital and extend the date by which the Board of Directors may increasethe authorized share capital of the Company, (xi) to approve an adjustment ofthe conditional share capital for the conversion of bonds and similar debtinstruments, (xii) to approve an increase in the conditional share capital foremployee equity plans, (xiii) to approve the Plan Amendment, (xiv) to re-electthe independent voting rights representative, (xv) to re-elect Ernst & Young AGas the Company's statutory auditor and to re-elect Ernst & Young LLP as theCompany's independent registered public accounting

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firm for the year ending December 31, 2022, and (xvi) to approve the transactionof any other business that may properly come before the Annual Meeting.

The voting results reported below are final.

Proposal 1 - Approval of the Swiss Statutory Annual Report, the ConsolidatedFinancial Statements and the Statutory Financial Statements of the Company forthe Year Ended December 31, 2021

The Swiss statutory annual report, the consolidated financial statements and thestatutory financial statements of the Company for the year ended December 31,2021 were approved. The results of the vote were as follows:

Proposal 2 - Approval of the Appropriation of Financial Results

The proposal to carry forward the net income resulting from the appropriation offinancial results was approved. The results of the vote were as follows:

Proposal 3 - Discharge of the Members of the Board of Directors and ExecutiveCommittee

The discharge of the members of the Company's Board of Directors and theExecutive Committee from personal liability for their activities during the yearended December 31, 2021 was approved. The results of the vote were as follows:

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Proposal 4 - Election and Re-election of the Members and Chair of the Board ofDirectors

Rodger Novak, M.D., Samarth Kulkarni, Ph.D., Ali Behbahani, M.D., BradleyBolzon, Ph.D., H. Edward Fleming Jr., M.D., Simeon J. George, M.D., John T.Greene, Katherine A. High, M.D., and Douglas A. Treco, Ph.D. were each dulyre-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 Maria Fardis,Ph.D., was duly elected as a member of the Company's Board of Directors. Theresults of the election were as follows:

Samarth Kulkarni, Ph.D. 38,203,106 834,226 79,486 16,951,536Ali Behbahani, M.D. 27,384,666 11,649,601 82,551 16,951,536Bradley Bolzon, Ph.D. 38,760,145 275,056 81,617 16,951,536H Edward Fleming Jr., M.D. 38,817,215 217,290 82,313 16,951,536Simeon J. George, M.D. 38,646,772 386,485 83,561 16,951,536John T. Greene

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 dulyre-elected as members of the Company's Compensation Committee of the Board ofDirectors. The results of the election were as follows:

Ali Behbahani, M.D. 28,225,426 10,801,138 90,254 16,951,536Simeon J. George, M.D. 37,702,802 1,324,072 89,944 16,951,536John T. Greene

Proposal 6 - Approval of the Compensation for the Board of Directors and theExecutive Committee

The total non-performance-related compensation for members of the Board ofDirectors from the Annual Meeting to the 2023 annual general meeting ofshareholders was approved on a binding basis. The results of the binding votewere as follows:

The grant of equity for members of the Board of Directors from the AnnualMeeting to the 2023 annual general meeting of shareholders was approved on abinding basis. The results of the binding vote were as follows:

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The total non-performance related compensation for members of the ExecutiveCommittee from July 1, 2022 to June 30, 2023 was approved on a binding basis.The results of the binding vote were as follows:

The total variable compensation for members of the Executive Committee for thecurrent year ending December 31, 2022 was approved on a binding basis. Theresults of the binding vote were as follows:

The grant of equity for members of the Executive Committee from the AnnualMeeting to the 2023 annual general meeting of shareholders was approved on abinding basis. The results of the binding vote were as follows:

Proposal 7 - Non-Binding Advisory Vote on the Compensation Paid to NamedExecutive Officers

The compensation for the named executive officers was approved on a non-bindingbasis. The results of the non-binding vote were as follows:

Proposal 8 - Non-Binding Vote on the Frequency of Advisory Votes on ExecutiveCompensation

The Company's shareholders approved, on a non-binding, advisory basis afrequency of One Year for the non-binding, advisory vote on the compensation ofthe Company's named executive officers. The Board considered these votingresults and other factors, and has determined that the Company will hold futureadvisory votes on its executive compensation on an annual basis. The results ofthe non-binding vote were as follows:

Proposal 9 - 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 atleast two thirds of the votes cast. The results of the vote were as follows:

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Proposal 10 - The Approval of an Adjustment of the Maximum Number of AuthorizedShare Capital and Extending the Date by Which the Board of Directors MayIncrease the Share Capital

The adjustment of the maximum number of authorized share capital and extensionof the date by which the Board of Directors may increase the share capital wasnot approved. The results of the election were as follows:

Proposal 11 - Approval of an Adjustment of the Conditional Share Capital for theConversion of Bonds and Similar Debt Instruments

An adjustment of the Company's conditional share capital for the conversion ofbonds and similar debt instruments was approved with at least two thirds of thevotes cast. The results of the vote were as follows:

Proposal 12 - Approval of an Adjustment of the Conditional Share Capital forEmployee Equity Plans

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

Proposal 13 - Approval of Amendment to the 2018 Stock Option and Incentive Plan

The Plan Amendment was approved. The results of the vote were as follows:

Proposal 14 - Re-election of the Independent Voting Rights Representative

Marius Meier, Attorney at Law, was duly re-elected as the independent votingrights representative. The results of the election were as follows:

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Proposal 15 - Re-election of the Auditors

Ernst & Young AG was duly elected as the Company's statutory auditor for theterm of office of one year, and Ernst & Young LLP was duly elected as theCompany's independent registered public accounting firm for the year endingDecember 31, 2022. The results of the election were as follows:

Proposal 16 - Transaction of Any Other Business

The transaction of any other business that properly came before the AnnualMeeting was approved. The results of the election were as follows:

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Item 9.01 Financial Statements and Exhibits

# A management contract or compensatory plan or arrangement required to be filedas an exhibit pursuant to Item 15(a)(3) of Form 10-K

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Edgar Online, source Glimpses

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CRISPR THERAPEUTICS AG : Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of...

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