Form 8-K - Current report

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 13, 2024

______________________________________________________________

GINKGO BIOWORKS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

______________________________________________________________

Delaware

001-40097

87-2652913

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

27 Drydock Avenue

8th Floor

Boston, MA 02210

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (877) 422-5362

(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:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			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

Class A common stock, par value $0.0001 per share

DNA

NYSE

Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share

DNA.WS

NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). o

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. o

Item 5.07. Submission of Matters to a Vote of Security Holders.

On June 13, 2024, Ginkgo Bioworks Holdings, Inc. (the “Company”) held its 2024 annual meeting of shareholders (the “Annual Meeting”). A total of 1,374,218,617 shares of Class A common stock and 353,238,955 shares of Class B common stock were present or represented by proxy at the Annual Meeting, representing approximately 82.93% of shares of Class A common stock and Class B common stock, entitled to vote as a single class at the Annual Meeting, and representing approximately 92.33% of shares of Class B common stock entitled to vote as a separate class at the Annual Meeting. Each holder of Class A common stock was entitled to one (1) vote for each share held on all matters voted upon by holders of Class A common stock. Each holder of Class B common stock was entitled to ten (10) votes for each share held on all matters voted upon. The shareholders voted on the matters presented at the Annual Meeting, and the shares present, in person or by proxy, were voted as follows:

1. Election of directors

Proposal one was the election of nine nominees to serve as directors of the Company, each until the next annual meeting of shareholders or until their successor shall have been elected and qualified. Holders of the Class B common stock, voting as a separate class, voted upon two nominees designated to be elected by the holders of Class B common stock. Holders of the Class A common stock and Class B common stock, voting together as a single class, voted upon seven nominees designated to be elected by the holders of Class A common stock and Class B common stock. The results of the vote were as follows:

Director nominees designated to be elected by holders of Class B common stock:


Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Jason Kelly	3,516,796,470	6,103,930	9,489,150	N/A
Reshma Shetty	3,516,486,800	5,359,790	10,542,960	N/A

Director nominees designated to be elected by holders of Class A and Class B common stock (voting together as a single class):


Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Arie Belldegrun	4,538,702,876	74,856,601	20,251,662	272,797,028
Ross Fubini	4,595,229,697	17,806,504	20,774,938	272,797,028
Kathy Hopinkah Hannan	4,411,097,190	116,726,344	105,987,605	272,797,028
Christian Henry	4,542,312,819	70,747,508	20,750,812	272,797,028
Myrtle Potter	4,594,635,415	9,565,095	29,610,629	272,797,028
Shyam Sankar	4,379,287,983	158,933,523	95,589,633	272,797,028
Harry E. Sloan	4,590,258,485	23,460,793	20,091,861	272,797,028

Pursuant to the foregoing votes, the nine nominees listed above were elected to serve on the Company’s Board of Directors. There were no additional director nominations brought before the meeting.

2. Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm

Proposal two was the 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, designated to be voted upon by the holders of Class A common stock and Class B common stock, voting together as a single class. The results of the vote were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
4,898,828,240	4,169,932	3,609,995	0

Pursuant to the foregoing vote, the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was approved.

3. Advisory vote to approve executive compensation

Proposal three was an advisory vote to approve the compensation of the Company’s named executive officers, designated to be voted upon by the holders of Class A common stock and Class B common stock, voting together as a single class. The results of the vote were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
4,583,064,713	45,191,256	5,555,170	272,797,028

Pursuant to the foregoing vote, the compensation of the Company’s named executive officers was approved on an advisory basis.

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.


	GINKGO BIOWORKS HOLDINGS, INC.

Date: June 14, 2024	By:	/s/ Mark Dmytruk
	Name:	Mark Dmytruk
	Title:	Chief Financial Officer

Cover Page	Jun. 13, 2024
Document Information [Line Items]
Document Type	8-K
Document Period End Date	Jun. 13, 2024
Entity Registrant Name	GINKGO BIOWORKS HOLDINGS, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	001-40097
Entity Tax Identification Number	87-2652913
Entity Address, Address Line One	27 Drydock Avenue
Entity Address, Address Line Two	8th Floor
Entity Address, City or Town	Boston
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	02210
City Area Code	877
Local Phone Number	422-5362
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0001830214
Amendment Flag	false
Class A common stock, par value $0.0001 per share
Document Information [Line Items]
Title of 12(b) Security	Class A common stock, par value $0.0001 per share
Trading Symbol	DNA
Security Exchange Name	NYSE
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share
Document Information [Line Items]
Title of 12(b) Security	Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share
Trading Symbol	DNA.WS
Security Exchange Name	NYSE