Intellia Therapeutics Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 11, 2025

INTELLIA THERAPEUTICS, INC.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s Telephone Number, Including Area Code: (857) 285-6200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 11, 2025, the stockholders of Intellia Therapeutics, Inc. (the “Company”) approved the Intellia Therapeutics, Inc. 2025 Equity Incentive Plan (the “2025 Plan”) at the Company’s 2025 annual meeting of stockholders (the “Annual Meeting”). The Company’s Board of Directors (the “Board”) had previously approved the 2025 Plan, subject to stockholder approval, on April 28, 2025. The 2025 Plan is the successor to the Company’s 2015 Stock Option and Incentive Plan.

A description of the material terms and conditions of the 2025 Plan are contained in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2025 (the “Proxy Statement”), under the heading “Proposal No. 5 – Approval of the Intellia Therapeutics, Inc. 2025 Equity Incentive Plan” and is incorporated herein by reference. This description is not complete and is qualified in its entirety by reference to the full text of the 2025 Plan, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 11, 2025, the Company held its Annual Meeting to consider and vote on the five proposals set forth below, each of which is described in detail in the Proxy Statement. The following is a summary of the matters voted on at the Annual Meeting.

Based on these voting results, and the recommendation of the Board that was included in the Proxy Statement, the Company has determined that it will hold future non-binding advisory stockholder votes on the compensation of our named executive officers on an

annual basis until the next stockholder advisory vote on the frequency of future non-binding advisory stockholder votes on the compensation of our named executive officers.

No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.