UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 19, 2020
Precigen, Inc.
(Exact name of registrant as specified in its charter)
| | | | |
Virginia | | 001-36042 | | 26-0084895 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | |
20374 Seneca Meadows Parkway Germantown, Maryland | | 20876 |
(Address of principal executive offices) | | (Zip Code) |
(Registrant’s telephone number, including area code): (301) 556-9900
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common stock, no par value per share | | PGEN | | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As noted in Item 5.07 below, at the 2020 Annual Meeting of Shareholders (the “2020 Annual Meeting”) of Precigen, Inc. (the “Company”) held on June 19, 2020, upon recommendation of the Board of Directors of the Company (the “Board”), the Company’s shareholders approved an amendment to the Precigen, Inc. Amended and Restated 2013 Omnibus Incentive Plan, as amended (the “Plan”), to increase the number of shares of the Company’s common stock authorized for issuance under the Plan by 2,000,000 shares (the “Amendment”).
Descriptions of the Plan and the Amendment are set forth on pages 33 to 41 of the definitive Proxy Statement on Schedule 14A for the 2020 Annual Meeting that was filed with the Securities and Exchange Commission on April 29, 2020, which descriptions are incorporated by reference herein. The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On June 19, 2020, the Company held the 2020 Annual Meeting. At the 2020 Annual Meeting, the Company’s shareholders (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, 2020, (iii) approved a non-binding advisory resolution approving the compensation of the named executive officers, and (iv) approved the Amendment.
Proposal 1 –Election of Directors
| | | | | | | | | | | | | | | | |
| | For | | | Against | | | Abstain | | | Broker Non-Votes | |
Randal J. Kirk | | | 106,467,222 | | | | 1,787,155 | | | | 233,548 | | | | 47,491,839 | |
Cesar L. Alvarez | | | 98,473,886 | | | | 9,550,239 | | | | 463,800 | | | | 47,491,839 | |
Steven R. Frank | | | 105,458,125 | | | | 2,539,381 | | | | 670,419 | | | | 47,491,839 | |
Vinita D. Gupta | | | 106,413,330 | | | | 1,407,857 | | | | 666,738 | | | | 47,491,839 | |
Fred Hassan | | | 106,649,156 | | | | 1,168,109 | | | | 670,660 | | | | 47,491,839 | |
Jeffrey B. Kindler | | | 102,511,172 | | | | 5,310,896 | | | | 665,857 | | | | 47,491,839 | |
Dean J. Mitchell | | | 106,481,441 | | | | 1,427,923 | | | | 578,561 | | | | 47,491,839 | |
Helen Sabzevari | | | 107,190,995 | | | | 1,044,535 | | | | 252,395 | | | | 47,491,839 | |
Robert B. Shapiro | | | 106,593,623 | | | | 1,350,969 | | | | 543,333 | | | | 47,491,839 | |
James S. Turley | | | 106,602,421 | | | | 1,304,409 | | | | 581,095 | | | | 47,491,839 | |
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, 2020
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
154,172,413 | | 1,379,004 | | 428,347 | | — |
Proposal 3 – Non-binding Advisory Resolution Approving the Compensation of the Named Executive Officers
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
104,775,781 | | 3,111,445 | | 600,699 | | 47,491,839 |
Proposal 4 – Approval of the Amendment to the Precigen, Inc. Amended and Restated 2013 Omnibus Incentive Plan
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
105,471,151 | | 2,482,532 | | 534,242 | | 47,491,839 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
SIGNATURES
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.
Date: June 19, 2020
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PRECIGEN, INC. |
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By: | | /s/ Donald P. Lehr |
| | Donald P. Lehr |
| | Chief Legal Officer |
