Ginkgo Bioworks (NYSE: DNA) shareholders approve directors, Deloitte and executive pay

Rhea-AI Filing Summary

Ginkgo Bioworks Holdings, Inc. reported the results of its 2026 annual meeting of shareholders held on June 11, 2026. Shareholders representing 39,536,848 Class A shares and 8,405,525 Class B shares were present, equal to 77.15% of the combined voting power and 93.77% of the Class B voting power.

Holders of Class B stock, who have ten votes per share, re-elected Jason Kelly and Reshma Shetty, each receiving 84,007,040 votes for and 48,210 votes against. Combined Class A and B holders re-elected Ross Fubini, Christian Henry, Sri Kosuri, and Harry E. Sloan with for-vote totals between about 94.2 million and 100.1 million.

Shareholders also approved the ratification of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 119,527,721 votes for and 267,727 against. In an advisory vote, shareholders approved the compensation of the company’s named executive officers, with 95,058,585 votes for and 12,502,153 against.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Annual meeting turnout (combined voting power): 77.15% Class B turnout (separate class): 93.77% Shares present Class A: 39,536,848 shares +5 more

8 metrics

Annual meeting turnout (combined voting power) 77.15% Class A and Class B shares entitled to vote as single class at 2026 annual meeting

Class B turnout (separate class) 93.77% Class B shares entitled to vote as a separate class at 2026 annual meeting

Shares present Class A 39,536,848 shares Class A common stock present or represented by proxy at 2026 annual meeting

Shares present Class B 8,405,525 shares Class B common stock present or represented by proxy at 2026 annual meeting

Votes for Deloitte & Touche LLP 119,527,721 votes Ratification as independent registered public accounting firm for year ending December 31, 2026

Say-on-pay votes for 95,058,585 votes Advisory approval of compensation of named executive officers

Votes for Jason Kelly 84,007,040 votes Director nominee elected by holders of Class B common stock

Votes for Ross Fubini 100,125,571 votes Director nominee elected by Class A and Class B voting together

Key Terms

Class B common stock, broker non-votes, independent registered public accounting firm, advisory vote, +2 more

6 terms

Class B common stock financial

"A total of 39,536,848 shares of Class A common stock and 8,405,525 shares of Class B common stock were present or represented by proxy"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

broker non-votes financial

"Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory vote financial

"Proposal three was an advisory vote to approve the compensation of the Company’s named executive officers"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

named executive officers financial

"the compensation of the Company’s named executive officers was approved on an advisory basis"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

broker Non-Votes financial

"Votes For | Votes Against | Abstentions | Broker Non-Votes 95,058,585 | 12,502,153 | 4,238,463 | 11,792,897"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

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Understanding 8-K Material Events →

0001830214FALSE00018302142026-06-112026-06-11

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 11, 2026

______________________________________________________________

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

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 11, 2026, Ginkgo Bioworks Holdings, Inc. (the “Company”) held its 2026 annual meeting of shareholders (the “Annual Meeting”). A total of 39,536,848 shares of Class A common stock and 8,405,525 shares of Class B common stock were present or represented by proxy at the Annual Meeting, representing approximately 77.15% 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 93.77% 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 six 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 four 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			84,007,040			48,210			0			N/A
Reshma Shetty			84,007,040			48,210			0			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
Ross Fubini			100,125,571			7,977,143			3,696,487			11,792,897
Christian Henry			94,211,345			13,927,076			3,660,780			11,792,897
Sri Kosuri			99,675,907			8,421,356			3,701,938			11,792,897
Harry E. Sloan			97,315,317			10,788,312			3,695,572			11,792,897

Pursuant to the foregoing votes, the six 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, 2026, 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
119,527,721			267,727			3,796,650			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, 2026 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
95,058,585			12,502,153			4,238,463			11,792,897

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 12, 2026			By:			/s/ Karen Tepichin
			Name:			Karen Tepichin
			Title:			General Counsel

FAQ

What did Ginkgo Bioworks (DNA) shareholders vote on at the 2026 annual meeting?

Shareholders voted on electing six directors, ratifying Deloitte & Touche LLP as auditor for 2026, and approving executive compensation on an advisory basis. All three proposals received sufficient support to be approved under the company’s voting structure.

Were all Ginkgo Bioworks (DNA) director nominees elected at the 2026 annual meeting?

Yes, all six director nominees were elected. Class B holders elected Jason Kelly and Reshma Shetty, while Class A and B voting together elected Ross Fubini, Christian Henry, Sri Kosuri, and Harry E. Sloan, each receiving substantially more votes for than against.

How did Ginkgo Bioworks (DNA) shareholders vote on Deloitte & Touche LLP as auditor for 2026?

Shareholders approved Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 119,527,721 votes for, 267,727 votes against, and 3,796,650 abstentions, with no broker non-votes recorded on this proposal.

What were the 2026 say-on-pay results for Ginkgo Bioworks (DNA) executives?

Shareholders approved the compensation of Ginkgo Bioworks’ named executive officers on an advisory basis. The vote totaled 95,058,585 shares for, 12,502,153 against, 4,238,463 abstentions, and 11,792,897 broker non-votes, indicating overall support for the current pay programs.

What was the shareholder turnout at Ginkgo Bioworks’ 2026 annual meeting?

The meeting had 39,536,848 Class A shares and 8,405,525 Class B shares present or represented by proxy. This represented about 77.15% of the combined voting power of Class A and B shares, and approximately 93.77% of Class B voting power as a separate class.

How do voting rights differ between Ginkgo Bioworks (DNA) Class A and Class B shares?

Each Class A share carries one vote on all matters. Each Class B share carries ten votes on all matters. At the 2026 annual meeting, Class B holders voted separately on two board seats and also participated with Class A holders in voting on other director and governance proposals.

Filing Exhibits & Attachments

3 documents

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