Current Report Filing (8-k)
June 15 2021 - 4:22PM
Edgar (US Regulatory)
0001356090
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0001356090
2021-06-10
2021-06-10
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xbrli:shares
iso4217:USD
xbrli:shares
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 10, 2021
____________________
Precigen, Inc.
(Exact name of registrant as specified in its
charter)
____________________
Virginia
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001-36042
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26-0084895
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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20374 Seneca Meadows Parkway
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20876
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Germantown, Maryland
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(Zip Code)
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(Address of principal executive offices)
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(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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading
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Name of each exchange
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Symbol(s)
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on which registered
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Common stock, no par value per share
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PGEN
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Nasdaq Global Select Market
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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. ☐
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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On June 10, 2021, Precigen, Inc. (the “Company”)
held the 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”). At the 2021 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, 2021, (iii)
approved a non-binding advisory resolution approving the compensation of the named executive officers, and (iv) approved, on a non-binding
advisory basis, the option of “1 Year” for the frequency of future advisory votes on executive compensation (“say-on-pay
frequency”).
Proposal 1 –Election of Directors
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For
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Against
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Abstain
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Broker Non-Votes
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Randal Kirk
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123,443,031
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1,347,415
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211,303
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24,789,293
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Cesar Alvarez
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112,283,265
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12,344,274
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374,210
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24,789,293
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Steven Frank
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122,849,426
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1,778,052
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374,271
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24,789,293
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Vinita Gupta
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122,770,179
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1,864,773
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366,797
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24,789,293
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Fred Hassan
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117,139,798
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7,547,318
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314,633
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24,789,293
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Jeffrey Kindler
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117,094,661
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7,589,561
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317,527
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24,789,293
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Dean Mitchell
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112,491,976
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12,128,849
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380,924
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24,789,293
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Helen Sabzevari
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123,621,626
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1,271,534
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108,589
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24,789,293
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Robert Shapiro
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123,051,202
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1,645,803
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304,744
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24,789,293
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James Turley
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115,194,166
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9,428,537
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379,046
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24,789,293
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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,
2021.
For
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Against
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Abstain
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Broker Non-Votes
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149,358,863
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260,595
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171,584
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—
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Proposal 3 – Non-binding Advisory Resolution Approving
the Compensation of the Named Executive Officers.
For
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Against
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Abstain
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Broker Non-Votes
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101,077,690
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23,552,337
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371,722
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24,789,293
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Proposal 4 – Non-binding Advisory Resolution Approving
the Frequency of Future Advisory Votes on the Compensation of Named Executive Officers.
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1 Year
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2 Years
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3 Years
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Abstain
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123,061,586
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143,650
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637,234
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1,159,279
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The Company has considered the outcome of this advisory vote and has
determined, as was recommended with respect to this proposal by the Company’s board of directors in the proxy statement for the
2021 Annual Meeting, that the Company will hold future say on pay votes on an annual basis until the occurrence of the next advisory vote
on the frequency of say on pay votes. The next advisory vote regarding the frequency of say on pay votes is required to occur no later
than the Company’s 2027 Annual Meeting of Shareholders.
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Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit
Number
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Description
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104
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Cover Page Interactive Data File – the cover page XBRL tags are embedded within the Inline XBRL document
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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.
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PRECIGEN,
INC.
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Date:
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June 15,
2021
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By:
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/s/
Donald P. Lehr
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Name:
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Donald
P. Lehr
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Title:
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Chief Legal
Officer
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