CRISPR Shareholders Approve Governance Changes

Votes also ratified the election of board and committee members and the reappointment of key auditors.

June 10, 2025

Governance changes move forward

CRISPR Therapeutics’ latest annual meeting wasn’t just a routine governance check—it set the stage for how the company will operate heading into 2026. Held on June 5, the 2025 Annual General Meeting gave shareholders the chance to weigh in on several key items, and the response was clear: move forward with updates that support long-term stability and adaptability.

At the top of the agenda was an approval to amend CRISPR’s Articles of Association. The changes were laid out in the company’s April proxy statement and will become official once registered in the canton of Zug, subject to federal approval. This clears the way for structural flexibility in how the company manages its board and governance going forward.

Expanded board capacity approved

One of the most notable outcomes was shareholder approval to expand the maximum size of the Board of Directors. That change passed with broad support, meeting both the required two-thirds majority and par value thresholds. With this in place, CRISPR now has more room to bring in new expertise as its pipeline evolves.

Financial reporting and liability discharge

Voting also covered CRISPR’s financials for 2024. Shareholders signed off on the company’s management report and financial statements—both statutory and consolidated—and backed the proposal to carry forward the net income. Directors and executive committee members were released from liability for their prior year activities, though it’s worth noting a sizable portion of votes either abstained or didn’t weigh in.

Leadership elections and committee updates

On the governance front, eleven directors were either elected or re-elected, including Chairman Samarth Kulkarni and newcomer Briggs Morrison. Re-election margins varied, but all passed. Shareholders also approved changes to the Compensation Committee, with Morrison joining three returning members.

Compensation decisions clear key thresholds

Compensation was a major focus. Shareholders approved:

• Total non-performance-related pay for directors and the executive committee


• Equity grants for both groups


• Variable compensation for the executive team through year-end 2025

Advisory votes on compensation disclosures—especially those aligned with U.S. requirements—saw more resistance, signaling closer scrutiny in this area. Still, all proposals carried.

Auditor reappointments and other business

Operational continuity was also addressed. The company secured another one-year term for its auditors—Ernst & Young AG in Switzerland and Ernst & Young LLP in the U.S. The independent voting rights representative was also reappointed.

Finally, the board received approval to transact any additional business that came up during the meeting. That flexibility allows the company to stay agile during formal proceedings, while maintaining shareholder oversight.

The outcome of this year’s AGM reinforces CRISPR’s focus on keeping pace with both regulatory expectations and strategic needs. With updated governance tools and compensation plans now in place, the company is positioned to stay aligned as it moves through the next phase of its growth.