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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 9, 2022

____________________

 

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 Symbol(s) Name of each exchange on which registered
Common stock, no par value 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 9, 2022, Precigen, Inc. (the “Company”) held the 2022 Annual Meeting of Shareholders (the “2022 Annual Meeting”). At the 2022 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, 2022, (iii) approved a non-binding advisory resolution approving the compensation of the named executive officers, (iv) approved an amendment to the Precigen, Inc. Amended and Restated 2013 Omnibus Incentive Plan to increase the number of shares of common stock which may be subject to awards thereunder by 10 million and (v) approved an amendment to the Precigen, Inc. 2019 Incentive Plan for Non-Employee Service Providers to increase the number of shares of common stock which may be subject to awards thereunder by 7 million.

 

Proposal 1 -Election of Directors

 

  For   Against   Abstain   Broker Non-Votes
Randal Kirk 117,767,363   5,415,051   151,182   35,897,368
Cesar Alvarez 115,198,628     7,963,075   171,893   35,897,368
Steven Frank 117,514,226   5,649,335   170,035   35,897,368
Vinita Gupta 117,310,332   5,852,594   170,670   35,897,368
Fred Hassan 116,756,913   6,394,061   182,622   35,897,368
Jeffrey Kindler 116,432,490   6,729,277   171,829   35,897,368
Dean Mitchell 102,833,623   20,329,388   170,585   35,897,368
Helen Sabzevari 121,150,581   2,007,507   175,508   35,897,368
Robert Shapiro 117,149,222   6,015,351   169,023   35,897,368
James Turley 115,307,446   7,860,337   165,813   35,897,368

 

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, 2022.

 

For Against Abstain Broker Non-Votes
154,887,985 4,026,951 316,028 -

 

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

 

For Against Abstain Broker Non-Votes
95,256,025 26,635,629 1,441,942 35,897,368

 

Proposal 4 – Approval of an amendment to the Precigen, Inc. Amended and Restated 2013 Omnibus Incentive Plan to increase the number of shares of common stock which may be subject to awards thereunder by 10 million.

 

For Against Abstain Broker Non-Votes
120,552,423 2,643,242 137,931 35,897,368

 

Proposal 5 – Approval of an amendment to the Precigen, Inc. 2019 Incentive Plan for Non-Employee Service Providers to increase the number of shares of common stock which may be subject to awards thereunder by 7 million.

 

For Against Abstain Broker Non-Votes
107,552,260 15,615,198 166,138 35,897,368

 

 

 

  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 14, 2022   By: /s/ Donald P. Lehr  
        Name: Donald P. Lehr  
        Title: Chief Legal Officer