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 295,165,060 shares outstanding as of that date.

• The Board unanimously recommends voting in favor of all proposals, except for Mr. Kirk, who abstained from recommending on the proposal related to his own PIK dividends.

Voting matters and shareholder proposals

• Proposals include electing nine directors, increasing authorized common stock by 300 million shares, approving Series A Preferred Stock and Warrants issuance 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 meeting by January 16, 2026, and director nominations between February 26 and March 30, 2026.

• Voting can be done online, by phone, mail, or during the virtual meeting; broker non-votes apply to non-routine matters.

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 Executive Chairman and CEO, with a Lead Independent Director providing additional oversight.

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

• Directors are encouraged to attend all meetings and must meet equity ownership guidelines.