8-K
false 0001356090 0001356090 2020-06-19 2020-06-19

 

 

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

2

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.

Exhibit

Number

   

Description

         
 

10.1

   

Amendment to the Precigen, Inc. Amended and Restated 2013 Omnibus Incentive Plan, as amended, effective as of June 19, 2020.

         
 

104

   

Cover Page Interactive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Exhibits 101)

3

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

PRECIGEN, INC.

     

By:

 

/s/ Donald P. Lehr

 

Donald P. Lehr

 

Chief Legal Officer

EX-10.1

Exhibit 10.1

Amendment to the Precigen, Inc. Amended and Restated 2013 Omnibus Incentive Plan, as Amended

The first paragraph of Section 6.02 of the Precigen, Inc. Amended and Restated 2013 Omnibus Incentive Plan is amended to read as follows:

“6.02 Aggregate Limit

The maximum aggregate number (the “Maximum Aggregate Number”) of shares of Common Stock which may be subject to Awards under this Plan is 27,000,000 shares of Common Stock.”

v3.20.1
Document and Entity Information
Jun. 19, 2020
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001356090
Document Type 8-K
Document Period End Date Jun. 19, 2020
Entity Registrant Name Precigen, Inc.
Entity Incorporation State Country Code VA
Entity File Number 001-36042
Entity Tax Identification Number 26-0084895
Entity Address, Address Line One 20374 Seneca Meadows Parkway
Entity Address, City or Town Germantown
Entity Address, State or Province MD
Entity Address, Postal Zip Code 20876
City Area Code (301)
Local Phone Number 556-9900
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common stock, no par value per share
Trading Symbol PGEN
Security Exchange Name NASDAQ
Entity Emerging Growth Company false