On April 27, 2022, Ginkgo Bioworks Holdings, Inc. (Ginkgo or the Company) sent the below
communication to employees and shared the below posts to its Twitter account (http://twitter.com/Ginkgo) related to the Companys 2022 Annual Meeting of Shareholders (the 2022 Annual Meeting).
Our First Proxy Statement
Author: Jason Kelly
tl;dr Our first proxy statement was issued yesterday! It outlines key
information for $DNA owners ahead of our first annual meeting in June. There are two proposals on the docket for the annual meeting this year - the election of each of our board members and the ratification of the appointment of our independent
auditing firm. As youll see in the proxy materials, our board recommends shareholders vote FOR these proposals. We encourage you to vote your shares and keep an eye out on additional opportunities to build our ownership culture
soon.
Dear Bioworkers,
Yesterday marked a first for us as a public
company - we released our first annual proxy statement to all our shareholders. Proxy statements set out the items that will be up for vote in the annual shareholder meeting and provide you with the logistics for casting your vote.
Our annual shareholder meeting will be held virtually on Friday, June 10th, at 2pm Eastern (yes, the same day that Jurassic World Dominion hits theaters, including our
own showing in Boston!), and youll soon receive information about your proxy materials and proxy card so that you can vote on the items of business for the meeting. The proposals put forth at the meeting are the re-election of eight directors
to our board and the ratification of the appointment of Ernst & Young as our independent public accounting firm this year. Ginkgos board recommends voting FOR both of these measures.
Bioworkers have been hard at work putting together comprehensive disclosures about the company and information about upcoming votes into this statement. Weve also
written a short letter to our shareholders, which we encourage you to read. Were working on a longer piece about Ginkgos approach to caring, which well release as our ESG (environmental, social, and governance)
sustainability report later this year.
Class B shareholders have real power and responsibility: at the annual shareholder meeting Class B shares carry 10 votes per
share, compared to 1 vote per share for our Class A shares (and 0 votes for each of our Class C shares). This means that as a group, Class B shareholders currently account for over 75% of the voting power. Every year that you hold Ginkgo voting
shares, you will have the opportunity to vote on (among other matters) our board members, who make many different types of decisions affecting the direction and leadership of the company. We encourage you to use the power of your vote and to use
this power wisely!
As we develop the structures of our ownership culture, well be building out additional opportunities for Bioworkers to engage with our
internal governance as well. In the coming months, youll see us testing out the processes of this ownership work by holding votes for Bioworkers to constitute the committees of various Ginkgo processes, including Ginkgo Gives and other key
ownership functions. Youll also see us post office hours in #team-ownership between now and the annual meeting in June, where we can talk about ownership issues more broadly. Please expect more on this front soon!
Thank you for joining us on this journey and helping us grow our ownership culture!
POSTS ON TWITTER:
@Ginkgo on Twitter: Were very excited for our 2022
Annual Meeting of Shareholders! We invite you to review our proxy statement [1] and to attend virtually [2] on Friday, June 10, 2022 at 2:00 p.m., Eastern Time.
[1] [LINK DIRECTS USERS TO PROXY STATEMENT FILED
WITH THE SEC ON APRIL 26, 2022]
[2] [LINK DIRECTS
USERS TO LOGIN PAGE FOR ANNUAL MEETING]
@Ginkgo on
Twitter, Retweet: Excited for @Ginkgos annual meeting! Auspiciously coming out the same day as the best movie of 2022! [dinosaur emoji]
[pen emoji]
LETTER TO SHAREHOLDERS: [LINK DIRECTS USERS TO LETTER TO SHAREHOLDERS]
[scroll emoji]: ANNUAL REPORT: [LINK DIRECTS USERS TO ANNUAL
REPORT]
[check mark emoji]: PROXY MATERIALS: [LINK DIRECTS
USERS TO PROXY STATEMENT FILED WITH THE SEC ON APRIL 26, 2022]
WHERE YOU CAN FIND MORE INFORMATION
Ginkgo and certain of its directors and
executive officers are participants in the solicitation of proxies from the Companys shareholders in connection with its 2022 Annual Meeting. We filed our definitive proxy statement with the U.S. Securities and Exchange Commission (the
SEC) on April 26, 2022 in connection with the solicitation of proxies from our shareholders for the 2022 Annual Meeting (the Proxy Statement). This filing does not contain all the information included in our Proxy
Statement. Shareholders of the Company are strongly encouraged to read our Proxy Statement as it includes important information about matters we will consider at our 2022 Annual Meeting. For more information pertaining to us and the interests of our
directors and executive officers in the Company, you should refer to our Proxy Statement.
In addition, we file annual, quarterly and current reports, registration
statements and other information with the SEC. Our SEC filings are available to the public on a website maintained by the SEC located at www.sec.gov. We also maintain a website at www.ginkgobioworks.com. Through our website, we make available, free
of charge, annual, quarterly and current reports, proxy statements and other information as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC. The information contained on, or that may be accessed
through, our website is not part of, and is not incorporated into, this filing.