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)
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