UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the Annual Meeting of Stockholders of Precigen, Inc. (the “Company”) held on June 8, 2023 (the “2023 Annual Meeting”), the Company’s stockholders approved the adoption of the Precigen, Inc. 2023 Omnibus Incentive Plan (the “2023 Plan”), which authorizes for issuance pursuant to awards under the 2023 Plan an aggregate of 12,500,000 shares of common stock of the Company, plus the number of shares remaining available for issuance under the Intrexon Corporation Amended and Restated 2013 Omnibus Incentive Plan (as amended, the “2013 Plan”) as of June 8, 2023. The adoption of the 2023 Plan had been previously approved by the Company’s Board of Directors (the “Board”), subject to stockholder approval.
The 2023 Plan replaces the 2013 Plan and, accordingly, no further awards will be granted under the 2013 Plan and any awards granted under the 2013 Plan prior to the date of the 2023 Annual Meeting will remain outstanding under such plan and will continue to vest and/or become exercisable in accordance with their original terms and conditions.
The principal features of the 2023 Plan are described in detail under “Proposal 4 - Approval of the Precigen, Inc. 2023 Omnibus Incentive Plan” of the Company’s Definitive Proxy Statement on Schedule 14A for the 2023 Annual Meeting filed by the Company with the Securities and Exchange Commission on April 25, 2023 (the “Proxy Statement”). The full text of the 2023 Plan is attached as Annex A to the Proxy Statement.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2023 Annual Meeting, the Company’s stockholders (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, 2023, (iii) approved a non-binding advisory resolution approving the compensation of the named executive officers and (iv) approved the 2023 Plan.
Proposal 1 - Election of Directors
| For | Against | Abstain | Broker Non-Votes | ||||
| Randal Kirk | 146,746,009 | 1,973,895 | 191,105 | 39,110,863 | |||
| Cesar Alvarez | 138,469,237 | 10,324,861 | 116,911 | 39,110,863 | |||
| Steven Frank | 140,313,694 | 8,383,203 | 214,112 | 39,110,863 | |||
| Vinita Gupta | 143,223,505 | 5,292,446 | 395,058 | 39,110,863 | |||
| Fred Hassan | 143,676,028 | 5,012,125 | 222,856 | 39,110,863 | |||
| Jeffrey Kindler | 141,867,748 | 6,832,957 | 210,304 | 39,110,863 | |||
| Dean Mitchell | 132,958,522 | 15,741,660 | 210,827 | 39,110,863 | |||
| Helen Sabzevari | 146,444,421 | 2,185,558 | 281,030 | 39,110,863 | |||
| James Turley | 145,231,754 | 3,464,127 | 215,128 | 39,110,863 |
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, 2023.
| For | Against | Abstain |
| 187,098,923 | 812,924 | 110,025 |
Proposal 3 - Non-binding Advisory Resolution Approving the Compensation of the Named Executive Officers.
| For | Against | Abstain | Broker Non-Votes |
| 142,885,749 | 5,521,791 | 503,469 | 39,110,863 |
Proposal 4 - Approval of the Precigen, Inc. 2023 Omnibus Incentive Plan.
| For | Against | Abstain | Broker Non-Votes |
| 145,378,065 | 3,088,440 | 444,504 | 39,110,863 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
|
Exhibit No. |
Description | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101) |
SIGNATURE
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. | ||
| By: |
/s/ Donald P. Lehr | |
| Donald P. Lehr | ||
| Chief Legal Officer | ||
Dated: June 8, 2023