Precigen (PGEN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for June 26, 2025, to be held virtually, with shareholders voting on key proposals including director elections, amendments to the articles of incorporation, equity plans, and executive compensation.

• Shareholders of record as of April 25, 2025, are entitled to vote, with each share of common stock carrying one vote per proposal.

• The Board unanimously recommends voting in favor of all proposals, except for the issuance of Series A Preferred Stock and Warrants to Randal J. Kirk, on which Mr. Kirk abstained.

Voting matters and shareholder proposals

• Proposals include electing nine directors, increasing authorized common stock by 300 million shares, issuing Series A Preferred Stock and Warrants to Randal J. Kirk, ratifying Deloitte & Touche LLP as auditor, approving executive compensation, and amending the 2023 and 2019 equity incentive plans.

• Shareholders may submit proposals for the 2026 annual meeting by following SEC and bylaw procedures.

• Voting can be done online, by phone, mail, or during the virtual meeting; proxies may be revoked before the deadline.

Board of directors and corporate governance

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

• Board leadership is separated between the Executive Chairman and CEO, with a Lead Independent Director providing additional oversight.

• Three standing committees (Audit, Compensation, Nominating and Governance) are composed entirely of independent directors.

• The Board and committees oversee risk, governance, and ESG matters, with regular self-evaluations and adherence to a code of conduct.