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0001356090 false 0001356090 2021-06-10 2021-06-10 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

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 10, 2021

____________________

 

Precigen, Inc. 

(Exact name of registrant as specified in its charter)

 ____________________

 

Virginia   001-36042   26-0084895

(State or other jurisdiction

of incorporation)

  

(Commission 

File Number)

  

(I.R.S. Employer

Identification No.)

  

20374 Seneca Meadows Parkway

  

20876

Germantown, Maryland

  

(Zip Code)

(Address of principal executive offices)

    

 

(Registrant’s telephone number, including area code): (301) 556-9900

 

N/A

(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:

 

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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

 

Title of each class   Trading   Name of each exchange  
  Symbol(s)   on which registered  
Common stock, no par value per share   PGEN   Nasdaq Global Select Market  

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 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 5.07.Submission of Matters to a Vote of Security Holders.

 

On June 10, 2021, Precigen, Inc. (the “Company”) held the 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”). At the 2021 Annual Meeting, the Company’s shareholders (i) elected each of the persons listed below as a director for a one-year term, (ii) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021, (iii) approved a non-binding advisory resolution approving the compensation of the named executive officers, and (iv) approved, on a non-binding advisory basis, the option of “1 Year” for the frequency of future advisory votes on executive compensation (“say-on-pay frequency”).

 

Proposal 1 –Election of Directors

 

  For   Against   Abstain   Broker Non-Votes
                       
Randal Kirk 123,443,031   1,347,415   211,303   24,789,293
Cesar Alvarez 112,283,265   12,344,274   374,210   24,789,293
Steven Frank 122,849,426   1,778,052   374,271   24,789,293
Vinita Gupta 122,770,179   1,864,773   366,797   24,789,293
Fred Hassan 117,139,798   7,547,318   314,633   24,789,293
Jeffrey Kindler 117,094,661   7,589,561   317,527   24,789,293
Dean Mitchell 112,491,976   12,128,849   380,924   24,789,293
Helen Sabzevari 123,621,626   1,271,534   108,589   24,789,293
Robert Shapiro 123,051,202   1,645,803   304,744   24,789,293
James Turley 115,194,166   9,428,537   379,046   24,789,293

  

Proposal 2 – Ratification of the Appointment of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2021.

 

For Against Abstain Broker Non-Votes
149,358,863 260,595 171,584 —

 

Proposal 3 – Non-binding Advisory Resolution Approving the Compensation of the Named Executive Officers.

 

For Against Abstain Broker Non-Votes
101,077,690 23,552,337 371,722 24,789,293

 

Proposal 4 – Non-binding Advisory Resolution Approving the Frequency of Future Advisory Votes on the Compensation of Named Executive Officers.

 

1 Year

2 Years

 3 Years Abstain
123,061,586 143,650 637,234 1,159,279

 

The Company has considered the outcome of this advisory vote and has determined, as was recommended with respect to this proposal by the Company’s board of directors in the proxy statement for the 2021 Annual Meeting, that the Company will hold future say on pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of say on pay votes. The next advisory vote regarding the frequency of say on pay votes is required to occur no later than the Company’s 2027 Annual Meeting of Shareholders.

 

 

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits.

 

 

Exhibit

Number 

 Description
104 Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document

 

 

 

 

 

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 hereunto duly authorized.

 

 

    PRECIGEN, INC.  
       
       
Date: June 15, 2021   By: /s/ Donald P. Lehr  
        Name: Donald P. Lehr  
        Title: Chief Legal Officer