Crispr Therapeutics AG

This proposal asks shareholders to ratify and approve the Company’s Swiss management report, the consolidated financial statements prepared in accordance with U.S. GAAP and the statutory financial statements for the year ended December 31, 2025, and to acknowledge the auditors’ reports. Management seeks this approval because Swiss law requires annual shareholder approval of these documents and because it completes the statutory formalities underlying the Company’s financial reporting and auditor opinion. The Board highlights that Ernst & Young AG has issued an unqualified opinion on the consolidated financial statements, affirming that the financial statements present fairly the Company’s financial position and results for the year. For investors, approval signals that the shareholders have reviewed and accepted management’s accounting, disclosures and audited results for 2025, which is especially relevant given the Company’s continuing investment and R&D spend. From a governance perspective, approval facilitates legal and regulatory compliance in Switzerland and is a prerequisite for certain follow-on corporate actions. There is limited economic discretion associated with this vote — it is largely ministerial — but negative votes could trigger management engagement and potential re-audit or re-presentation, and could indicate shareholder dissatisfaction. The Board recommends a FOR vote on the basis that the audit was completed with an unqualified opinion and the documents are available for shareholder review.

This proposal asks shareholders to approve the appropriation of the Company’s statutory net loss for the period by carrying forward the net loss of CHF 508,714,076 into retained earnings (i.e., no distribution or offset against capital). Under Swiss corporate law, shareholders must vote on the appropriation of statutory results, and management is seeking explicit authorization to carry forward the loss rather than propose any distribution or other appropriation. For investors, this is an accounting and governance vote rather than an operational decision: it confirms that no dividend or other appropriation will be made and that losses remain on the balance sheet to be offset against future profits. Given the Company’s R&D-intensive profile and history of operating losses, carrying forward losses is the typical, economically neutral action and consistent with management’s financing and reinvestment strategy. A rejection of this proposal would be unusual and could force the Board to convene an extraordinary general meeting to reconsider, creating operational distraction and negative signaling. The Board recommends a FOR vote because carrying forward the loss aligns with Swiss statutory requirements and the Company’s capital preservation needs while it executes its clinical and development programs. Approving this proposal preserves flexibility for future financing or capital management actions under Swiss law.

This proposal asks shareholders to discharge (i.e., release from liability) the members of the Board and the Executive Committee for actions taken during the 2025 business year, a standard Swiss corporate governance practice under Article 698(2) of the Swiss Code of Obligations. Such a discharge limits the company’s ability to bring derivative claims based on matters disclosed to shareholders and binds shareholders who vote in favor (or later acquire shares with knowledge of the approval). Management seeks this vote to complete statutory governance formalities and to provide legal certainty to current and former officers and directors for decisions taken during 2025. Practically, a discharge is routine in Swiss-listed companies, but a negative vote can signal strong shareholder concerns about governance, financial reporting, or specific events during the year and could prompt litigation or reputational consequences. The Company also notes that members of the Board and Executive Committee are not allowed to vote on this proposal, which is designed to prevent conflicts of interest. The Board recommends a FOR vote as customary because the disclosures and audited reports have been provided to shareholders and the discharge reflects normal Swiss practice and the Company’s indemnification and insurance arrangements. Investors should view this vote as a governance formality that, if failed, may indicate investor dissatisfaction and could lead to follow-up engagement or remedial governance actions.

This binding Swiss-law proposal asks shareholders to approve an aggregate limit on non-performance-related cash compensation for non-employee directors for the twelve-month term from the 2026 AGM to the 2027 AGM. Management pursues this binding vote because Swiss corporate law (and the Company’s Articles) requires shareholder approval of maximum fixed director compensation amounts, enabling the Company to pre-approve a budgeted ceiling rather than seek separate approvals for routine cash fees. The figure requested, USD $670,000, represents the Board’s forecast of cash-based fees for the period and is intended to cover base and committee fees; approval provides the Board with the legal authorization to pay directors up to that aggregate amount. From a governance perspective, the vote gives shareholders direct control over director pay pools and helps align pay practices with shareholder expectations. Failure to approve would require the Board to seek an alternative path to compensate directors or convene a further shareholder vote, potentially disrupting governance continuity. The Board recommends a FOR vote as consistent with prior practice and the need to retain and remunerate experienced independent directors. Investors should evaluate the total amount in light of the company’s stage, director responsibilities, and comparator practices; the Company states it remains mindful of shareholder feedback when setting compensation.

This binding proposal asks shareholders to pre-approve an aggregate ceiling on equity awards (or equity-linked instruments) for directors for the period between AGMs, as required by Swiss corporate law and the Company’s Articles. Management requests approval of USD $12,389,198 as a maximum grant-date valuation to ensure it can grant annual and transitional equity awards without returning to shareholders for each issuance. The requested pool size should be assessed by investors in the context of director equity practices, potential dilution, and the Company’s broader equity budget (which also covers executives and employees). The Board frames equity awards as a retention and alignment tool for non-employee directors, particularly for specialized biotech governance that requires sector expertise. A FOR vote authorizes the Board to continue an equity-based compensation approach; a withheld vote would limit the Board’s flexibility and may require restructuring of pay toward cash or smaller equity grants. The Board recommends FOR because the limit was determined with reference to comparator practice and to maintain governance continuity while aligning directors with shareholder interests. Investors should consider whether the cap and the mix between cash and equity are consistent with both governance best practices and the Company’s share issuance limitations.

This binding Swiss-law vote asks shareholders to approve a maximum aggregate ceiling on fixed (non-performance-related) cash compensation and related social charges for the Company’s Executive Committee for the 12-month period from July 1, 2026 to June 30, 2027. Management seeks the approval to comply with Swiss compensation rules that require prospective shareholder approval for fixed executive pay budgets, enabling budget predictability and legal conformity. The requested figure, USD $3.7 million, represents the Board’s assessment of competitive fixed pay required to attract and retain senior management through the covered period and is designed to cover base salaries and statutory employer costs. For investors, the vote gives direct control over the maximum fixed cash element of executive pay; it does not set actual payouts for variable components or equity, which are presented separately. The Board recommends FOR because the limits were set after benchmarking and governance review and aim to preserve the Company’s ability to remunerate executives competitively while tying material upside to performance-based instruments. A rejection would force re-evaluation of compensation budgets and could constrain retention efforts during critical clinical and corporate development phases.

This binding proposal requests shareholder approval of the maximum aggregate variable (performance-linked) cash compensation for the Executive Committee for the 2026 calendar year. Swiss law mandates prospective shareholder approval for material elements of executive compensation, including variable pay, and management is seeking authorization of a ceiling of USD $3,195,625 to cover target and potential payouts tied to company and individual performance. The Company’s compensation framework links a significant portion of pay to performance (annual bonuses and equity incentives), and this vote is intended to provide ex ante governance oversight and legal authorization for the expected variable pay outlays. Investors should evaluate this cap relative to the Company’s stated performance metrics and the degree to which realized payouts will be contingent on achieving clinical, platform and financial goals. The Board recommends FOR because the cap aligns with the Company’s pay-for-performance philosophy and benchmarking, enabling the Compensation Committee to operate without needing ad hoc shareholder approval for routine performance-based payouts. A NO vote could signal shareholder concern about the scale or structure of variable pay and may require the Board to revise compensation design or seek further shareholder approval.

This binding proposal asks shareholders to authorize a maximum aggregate value of equity awards for members of the Executive Committee for the period from the 2026 AGM to the 2027 AGM in the amount of USD $58,618,973 (grant-date value). Because Switzerland requires prospective shareholder approval for equity-based compensation budgets, management seeks this ceiling to permit the Compensation Committee to grant time- and performance-based equity awards tied to retention and pay-for-performance objectives. The requested equity pool is sizable and should be considered in the context of existing plan share availability, anticipated dilution, and the Company’s need to retain senior scientific and commercial talent during critical drug development stages. The Board frames equity grants as essential to align executives’ interests with long-term shareholder value creation while keeping cash costs manageable in a capital-intensive biotech business. A FOR vote enables the Board to continue standard award practices; a rejection would curtail authority to issue equity and may require more reliance on cash or smaller awards, affecting retention. The Board recommends FOR based on benchmarking, the Company’s stage and the Compensation Committee’s oversight to manage dilution and performance linkage.

This non-binding advisory proposal asks shareholders to endorse the Company’s 2025 Compensation Report prepared under Swiss statutory requirements, describing executive and board pay policies and actual remuneration for 2025. Although advisory (non-binding), the vote is a key governance signal: the Compensation Committee considers shareholder sentiment when designing future compensation and may adjust practices if the vote indicates dissatisfaction. The Company has disclosed that management followed a pay-for-performance philosophy and used benchmarking and consultant analyses in setting pay levels; the Compensation Report aggregates this rationale and quantitative pay tables. For investors, an affirmative advisory vote supports management’s approach, while a negative vote could trigger engagement, additional disclosures, or changes to program design. The Board recommends FOR as consistent with their compensation governance and engagement program, while noting that the Swiss annual approval regime for fixed compensation provides an additional, binding layer of oversight. The advisory nature also means the Board retains discretion to consider the vote as one input among several in subsequent compensation determinations.

This advisory 'say-on-pay' proposal asks U.S.-listed shareholders to confirm their support for the compensation paid to the Company’s named executive officers for the prior calendar year, as disclosed under SEC rules (the Compensation Discussion & Analysis, summary tables, and related disclosures). Although non-binding, the outcome provides an important governance indicator and is routinely considered by the Compensation Committee when setting or adjusting pay programs. The Company reports prior say-on-pay results and engages with shareholders; management describes a pay-for-performance orientation and significant equity-based long-term incentives. Support for the proposal suggests broad investor acceptance of both the magnitude and structure of NEO pay; a poor vote could prompt management outreach and program changes. The Board recommends a FOR vote and will treat the advisory outcome as a factor in future compensation decisions, consistent with best practices in investor engagement and governance. Given the Company’s dual Swiss and U.S. disclosure regimes, this vote complements the Swiss binding votes and increases transparency for U.S. investors. Investors should assess the disclosed alignment of pay with clinical and operational milestones, dilution implications of equity awards, and the mix between cash and equity when casting their advisory vote.

This proposal requests shareholder approval to raise the authorized capital band (Article 3a) to an upper limit of CHF 3,521,838.51 and to amend the Articles of Association accordingly, which increases the amount of capital the Board may issue without separate shareholder approval within the band and through certain underwriting arrangements. Management argues this flexibility is necessary for ongoing financing activity, strategic transactions and to reserve shares related to conversion obligations (for example, the recently issued convertible notes). Approving an increased capital band allows the Board to react more quickly to financing needs and to support collaborations, licensing or acquisitions without convening a separate shareholder vote for each issuance within the band. From a shareholder perspective, the economic impact is dilution risk — the proposed upper limit corresponds to a meaningful percentage of shares outstanding and should be weighed against the company’s capital needs and projected use of proceeds. The Board states historical use of the band and market practices informed the requested increase and that alternative safeguards, such as underwriting followed by shareholder offers, remain embedded in the article. The vote requires a supermajority under Swiss law (two-thirds of represented votes and an absolute majority by par value), reflecting the significance of increasing authorized capital. The Board recommends FOR because the authority is intended to preserve financing flexibility during a capital-intensive clinical development pathway, but investors should monitor any future issuances for dilution and use of proceeds.

This proposal asks shareholders to increase the conditional share capital (Article 3b) to permit issuance of additional registered shares that can be delivered on conversion or exercise of convertible debt and similar instruments, by raising the authorized number from 8,202,832 to 9,366,947 shares. The Board cites the recent private offering of convertible senior notes and contractual obligations to reserve conversion shares as the immediate driver for the requested increase, which reduces the need to reserve shares under the capital band instead. For fixed-income and credit-market transactions, having sufficient conditional capital is a standard Swiss corporate housekeeping step to avoid post-issuance structural issues. Investors should consider the marginal dilution impact and whether the Board’s authority will be used prudently; the Company indicates this increase aligns with past practice and the need to meet conversion obligations. The required approval threshold is the same supermajority as for the capital band amendment, reflecting the legal significance of modifying conditional capital. The Board recommends FOR because the change is framed as technical and necessary to satisfy contractual obligations and to maintain financing flexibility, but shareholders should monitor any future conversions for dilution and timing.

This proposal seeks shareholder approval for a new 2026 Stock Option and Incentive Plan that would replace the 2018 Plan but not increase the number of shares available for issuance — the 2026 Plan will instead carry forward the remaining share reserve from the 2018 Plan (plus shares returned from forfeitures or cancellations). Management argues the 2026 Plan modernizes plan terms and preserves the Company’s ability to grant a full suite of awards (options, RSUs, SARs, performance-based awards and cash-based awards) while aligning plan features to current governance expectations and market practice. For investors, the key questions are whether the plan’s share reserve, dilution management (burn rate), and governance protections (no repricing without shareholder approval, no evergreen increase) are appropriate. The Company highlights safeguards: no automatic evergreen; shareholder approval required for material amendments; repricing only with prior shareholder approval; and limits and administration intended to protect shareholders. Approving the plan enables the Compensation Committee to continue using equity-based instruments for recruitment, retention and pay-for-performance alignment without seeking ad hoc shareholder votes for each grant. The Board recommends FOR, arguing the 2026 Plan includes reasonable protections and is necessary to attract and retain talent during critical clinical and commercial development phases. Investors should scrutinize the plan appendix and the projected burn/dilution trajectory relative to peer practice before voting.

This proposal asks shareholders to re-elect the independent voting rights representative (the Independent Representative), lic. iur. Marius Meier, to serve for a one-year term. Under Swiss law, an Independent Representative serves as an impartial proxy option for shareholders, particularly those who prefer a neutral third party to exercise their voting rights, and must meet strict independence requirements. Management is proposing re-election to ensure continuity and to offer shareholders an established, impartial channel for representation at the AGM, including in situations where proxies or ad hoc proposals arise. The role is procedural and governance-focused: it provides a neutral mechanism for absentee shareholders to have votes exercised in accordance with Swiss rules if they choose that route. The Board recommends FOR to preserve continuity and because Mr. Meier has served in prior meetings; re-election avoids the administrative cost and potential disruption of appointing a new representative. For investors, the vote is generally routine, but re-election of a credible and independent representative supports good governance, particularly for international investors requiring neutral representation. Negative votes would be uncommon and might signal concerns about the independence or suitability of the Representative.

This catch-all proposal instructs shareholders (or the independent representative) to vote any other properly presented matters at the AGM in accordance with the Board’s proposal on each such item. This standard procedural item ensures that if ad hoc or technical matters arise and are properly presented at the meeting, the proxies and Independent Representative have a clear instruction framework tied to the Board’s view. Management includes this item as a housekeeping measure to avoid ambiguity and to ensure orderly conduct of the meeting. From a governance standpoint, shareholders retain the right to withhold or dissent on specific ad hoc items, but this proposal delegates authority to the Board’s recommended vote where no prior shareholder instruction exists. The Board recommends FOR because it preserves meeting efficiency while still enabling shareholders to vote individually on discrete matters. Investors should note that any substantive ad hoc proposals should be evaluated on their own merits; this proposal does not pre-approve such matters but provides procedural voting guidance.