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 26, 2025 (the “2025 Annual Meeting”), the Company’s stockholders approved an amendment to the Precigen, Inc. 2023 Omnibus Incentive Plan, as amended (the “2023 Plan”), to increase the number of shares of common stock available for issuance thereunder by 11.5 million (the “2023 Plan Amendment No. 2”). The approval of the 2023 Plan Amendment No. 2 had been previously approved by the Company’s Board of Directors (the “Board”), subject to stockholder approval.
The 2023 Plan Amendment No. 2 amends the 2023 Plan, which was previously approved by the Company’s stockholders on June 8, 2023, and subsequently amended by the Company’s stockholders on July 5, 2024. The principal features of the 2023 Plan Amendment No. 2 are described in detail under “Proposal 6 - Approval of an Amendment to the Precigen, Inc. 2023 Omnibus Incentive Plan, as Amended (the “2023 Plan”)” of the Company’s Definitive Proxy Statement on Schedule 14A for the 2025 Annual Meeting filed by the Company with the Securities and Exchange Commission on May 16, 2025 (the “Proxy Statement”). The full text of the 2023 Plan Amendment No. 2 is attached as Annex A to the Proxy Statement.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the 2025 Annual Meeting, the Company’s stockholders (i) elected each of the persons listed below as a director for a one-year term, (ii) approved an amendment to the Company’s Amended and Restated Articles of Incorporation to increase the Company’s authorized shares of common stock thereunder by 300 million, (iii) approved, in compliance with Nasdaq Listing Rule 5635(c), of the issuance of the Company’s shares of Series A Preferred Stock and Warrants to Randal J. Kirk as PIK dividends on the Series A Preferred Stock, in order for Mr. Kirk to receive PIK dividends on the Series A Preferred Stock on the same terms as the other investors, (iv) ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025, (v) approved a non-binding advisory resolution approving the compensation of the named executive officers, (vi) approved the 2023 Plan Amendment No. 2, and (vii) 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 1.1 million.
Proposal 1 - Election of directors.
| For | Against | Abstain | Broker Non-Votes | ||||
| Randal Kirk | 174,246,854 | 4,768,225 | 1,016,706 | 49,304,662 | |||
| Nancy Howell Agee | 173,396,985 | 5,390,070 | 1,244,730 | 49,304,662 | |||
| Cesar Alvarez | 160,583,877 | 19,128,648 | 319,260 | 49,304,662 | |||
| Steven Frank | 173,794,818 | 5,102,748 | 1,134,219 | 49,304,662 | |||
| Vinita Gupta | 174,703,376 | 4,982,011 | 346,398 | 49,304,662 | |||
| Fred Hassan | 174,576,158 | 5,131,655 | 323,972 | 49,304,662 | |||
| Jeffrey Kindler | 175,464,120 | 4,250,540 | 317,125 | 49,304,662 | |||
| Helen Sabzevari | 177,883,914 | 1,926,042 | 221,829 | 49,304,662 | |||
| James Turley | 174,538,663 | 5,171,322 | 321,800 | 49,304,662 |
Proposal 2 - Approval of an amendment to the Company’s Amended and Restated Articles of Incorporation to increase authorized shares of common stock thereunder by 300 million.
| For | Against | Abstain |
| 223,238,979 | 5,603,517 | 493,951 |
Proposal 3 - Approval, in compliance with Nasdaq Listing Rule 5625(c), of the issuance of the Company’s shares of Series A Preferred Stock and Warrants to Randal J. Kirk as PIK dividends on the Series A Preferred Stock, in order for Mr. Kirk to receive PIK dividends on the Series A Preferred Stock on the same terms as the other investors.
| For | Against | Abstain | Broker Non-Votes |
| 167,387,561 | 11,685,114 | 959,110 | 49,304,662 |
Proposal 4 - Ratification of the Appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
| For | Against | Abstain |
| 228,912,465 | 373,134 | 50,848 |
Proposal 5 - Non-binding advisory resolution approving the compensation of the named executive officers.
| For | Against | Abstain | Broker Non-Votes |
| 175,928,061 | 3,683,746 | 419,978 | 49,304,662 |
Proposal 6 - Approval of an amendment to the Precigen, Inc. 2023 Omnibus Incentive Plan, as amended, to increase the number of shares of common stock which may be subject to awards thereunder by 11.5 million.
| For | Against | Abstain | Broker Non-Votes |
| 177,057,566 | 2,697,429 | 276,790 | 49,304,662 |
Proposal 7 - Approval of an amendment to the Precigen, Inc. 2019 Incentive Plan for Non-Employee Service Providers, as amended, to increase the number of shares of common stock which may be subject to awards thereunder by 1.1 million.
| For | Against | Abstain | Broker Non-Votes |
| 174,026,158 | 5,734,546 | 271,081 | 49,304,662 |
| 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 30, 2025