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 July 5, 2024 (the “2024 Annual Meeting”), the Company’s stockholders approved an amendment to the Precigen, Inc. 2023 Omnibus Incentive Plan (the “2023 Plan”) to increase the number of shares of common stock available for issuance under the 2023 Plan by 2,000,000 shares (the “2023 Plan Amendment”). The approval of the 2023 Plan Amendment had been previously approved by the Company’s Board of Directors (the “Board”), subject to stockholder approval.
The 2023 Plan Amendment amends the 2023 Plan, which was previously approved by the Company’s stockholders on June 8, 2023. The principal features of the 2023 Plan Amendment are described in detail under “Proposal 4 - Approval of an Amendment to the Precigen, Inc. 2023 Omnibus Incentive Plan (the “2023 Plan”)” of the Company’s Definitive Proxy Statement on Schedule 14A for the 2024 Annual Meeting filed by the Company with the Securities and Exchange Commission on May 28, 2024 (the “Proxy Statement”). The full text of the 2023 Plan Amendment is attached as Annex A to the Proxy Statement.
As previously disclosed in the Proxy Statement, Dean Mitchell did not stand for re-election at 2024 Annual Meeting. Accordingly, Mr. Mitchell’s term on the Board ended effective as of July 5, 2024. Mr. Mitchell’s decision not to stand for re-election was not the result of any disagreement between the Company and him on any matter relating to the Company’s operations, policies or practices.
As described under Item 5.07 below, at the 2024 Annual Meeting, Nancy Howell Agee was elected to the Board, effective as of July 5, 2024.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2024 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, 2024, (iii) approved a non-binding advisory resolution approving the compensation of the named executive officers and (iv) approved the 2023 Plan Amendment.
Proposal 1 - Election of Directors
| For | Against | Abstain | Broker Non-Votes | ||||
| Randal Kirk | 146,479,803 | 2,248,057 | 99,352 | 43,648,171 | |||
| Nancy Howell Agee | 146,155,063 | 2,380,929 | 291,220 | 43,648,171 | |||
| Cesar Alvarez | 143,199,515 | 5,516,521 | 111,176 | 43,648,171 | |||
| Steven Frank | 110,589,214 | 38,147,710 | 90,288 | 43,648,171 | |||
| Vinita Gupta | 146,688,241 | 2,052,432 | 86,539 | 43,648,171 | |||
| Fred Hassan | 146,541,549 | 2,176,775 | 108,888 | 43,648,171 | |||
| Jeffrey Kindler | 146,093,881 | 2,638,645 | 94,686 | 43,648,171 | |||
| Helen Sabzevari | 146,343,931 | 2,306,804 | 176,477 | 43,648,171 | |||
| James Turley | 145,095,869 | 3,639,955 | 91,388 | 43,648,171 |
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, 2024.
| For | Against | Abstain |
| 191,287,685 | 1,063,789 | 123,909 |
Proposal 3 - Non-binding Advisory Resolution Approving the Compensation of the Named Executive Officers.
| For | Against | Abstain | Broker Non-Votes |
| 144,115,068 | 3,413,036 | 1,299,108 | 43,648,171 |
Proposal 4 - Approval of an Amendment to the Precigen, Inc. 2023 Omnibus Incentive Plan.
| For | Against | Abstain | Broker Non-Votes |
| 145,260,769 | 3,184,677 | 381,766 | 43,648,171 |
| 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: July 5, 2024