Precigen, Inc. Announces Board Changes and Officer Compensation Details

TL;DR

Precigen's board sees a change with Dr. Ribes out, Dr. Gordon in; officer pay details also filed.

AI Summary

On July 5, 2024, Precigen, Inc. filed an 8-K report detailing several key events. The company announced the departure of Dr. Helen R. Ribes from its Board of Directors and the election of Dr. David L. R. Gordon as a new director. Additionally, the filing includes information regarding compensatory arrangements for certain officers and matters submitted to a vote of security holders.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Board changes and executive compensation disclosures can sometimes precede or reflect significant strategic shifts or financial performance issues.

Key Players & Entities

• Precigen, Inc. (company) — Registrant
• Dr. Helen R. Ribes (person) — Departing Director
• Dr. David L. R. Gordon (person) — Newly Elected Director
• July 5, 2024 (date) — Filing Date

FAQ

Filing Documents

• dp214215_8k.htm (8-K) — 33KB
• 0000950103-24-009693.txt ( ) — 202KB
• pgen-20240705.xsd (EX-101.SCH) — 3KB
• pgen-20240705_lab.xml (EX-101.LAB) — 33KB
• pgen-20240705_pre.xml (EX-101.PRE) — 22KB
• dp214215_8k_htm.xml (XML) — 3KB

02

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.

07

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

Financial Statements and Exhibits

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

View Full Filing

View this 8-K filing on SEC EDGAR