Precigen (PGEN) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 18, 2026, to elect nine directors, ratify the auditor, approve executive compensation, and amend the 2023 Omnibus Incentive Plan to add 7 million shares.

• Shareholders of record as of April 17, 2026, are entitled to vote; voting can be done online, by phone, mail, or during the meeting.

• The Board unanimously recommends voting for all proposals.

Voting matters and shareholder proposals

• Proposals include electing nine directors for one-year terms, ratifying Deloitte & Touche LLP as auditor, approving a non-binding say-on-pay resolution, and amending the 2023 Omnibus Incentive Plan.

• Shareholder proposals for the 2027 meeting must be submitted by December 31, 2027, for proxy inclusion.

• The Board has a policy for director resignation if a nominee receives more votes against than for in uncontested elections.

Board of directors and corporate governance

• The Board consists of nine members, with a majority deemed independent under Nasdaq and NYSE standards.

• Board leadership is separated between the Chairman and CEO; the Lead Independent Director role is not currently filled.

• Three standing committees: Audit, Compensation, and Nominating & Governance, all composed of independent directors.

• Directors are encouraged to attend all meetings; all attended the 2025 annual meeting.

• Equity ownership guidelines require non-employee directors to hold shares worth at least five times their annual cash retainer.