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Precigen (PGEN) investors back 7M-share incentive pool and all board picks

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Precigen, Inc. reported results of its 2026 Annual Meeting. Stockholders approved an amendment to the 2023 Omnibus Incentive Plan that increases the shares of common stock available for equity awards by 7 million, following prior approval by the Board, subject to stockholder approval.

Stockholders also elected nine directors for one-year terms, ratified Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026, and approved a non-binding advisory vote on executive compensation. Each management proposal received substantial support based on the reported vote totals.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Incentive plan share increase 7,000,000 shares Additional common stock available under 2023 Omnibus Incentive Plan
Proposal 4 votes for 207,056,264 Approval of 7M-share increase to 2023 Omnibus Incentive Plan
Proposal 3 votes for 208,241,739 Non-binding advisory approval of named executive officer compensation
Auditor ratification votes for 272,813,907 Ratification of Deloitte & Touche LLP for FY ending Dec. 31, 2026
Broker non-votes on Proposal 4 61,452,809 Broker non-votes for incentive plan amendment
Votes for director Helen Sabzevari 210,626,763 Election of director at 2026 Annual Meeting
2023 Omnibus Incentive Plan financial
"approved an amendment to the Precigen, Inc. 2023 Omnibus Incentive Plan, as amended"
non-binding advisory resolution financial
"approved a non-binding advisory resolution approving the compensation of the named executive officers"
A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.
independent registered public accounting firm financial
"ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"
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.
broker non-votes financial
"Broker Non-Votes 207,056,264 | 4,996,260 | 234,326 | 61,452,809"
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.
Definitive Proxy Statement on Schedule 14A regulatory
"described in detail under “Proposal 4 ...” of the Company’s Definitive Proxy Statement on Schedule 14A"
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Understanding 8-K Material Events →
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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 18, 2026

 

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)

  

(I.R.S. Employer

Identification No.)

 

20374Seneca Meadows Parkway,

Germantown, Maryland 20876 

(Address of principal executive offices) (Zip Code)

 

(301) 556-9900 

(Registrant’s telephone number, including area code)

 

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 (see General Instruction A.2. below):

 

☐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 12(b) of the Act:

 

Title of each class  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common Stock, No Par Value   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 (§230.405 of this chapter) 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.

 

At the Annual Meeting of Stockholders of Precigen, Inc. (the “Company”) held on June 18, 2026 (the “2026 Annual Meeting”), the Company’s stockholders approved an amendment to the Precigen, Inc. 2023 Omnibus Incentive Plan, as amended (the “2023 Plan”), to increase the number of shares of common stock available for issuance thereunder by 7 million (the “2023 Plan Amendment No. 3”). The approval of the 2023 Plan Amendment No. 3 had been previously approved by the Company’s Board of Directors (the “Board”), subject to stockholder approval.

 

The 2023 Plan Amendment No. 3 amends the 2023 Plan, which was previously approved by the Company’s stockholders on June 8, 2023, and subsequently amended by the Company’s stockholders on July 5, 2024 and June 26, 2025. The principal features of the 2023 Plan Amendment No. 3 are described in detail under “Proposal 4 - Approval of an Amendment to the Precigen, Inc. 2023 Omnibus Incentive Plan, as Amended (the “2023 Plan”)” of the Company’s Definitive Proxy Statement on Schedule 14A for the 2026 Annual Meeting filed by the Company with the Securities and Exchange Commission on April 30, 2026 (the “Proxy Statement”). The full text of the 2023 Plan Amendment No. 3 is attached as Annex A to the Proxy Statement.

 

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

 

At the 2026 Annual Meeting, the Company’s stockholders (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, 2026, (iii) approved a non-binding advisory resolution approving the compensation of the named executive officers, and (iv) approved the 2023 Plan Amendment No. 3.

 

Proposal 1 - Election of directors.

 

  For   Against   Abstain   Broker Non-Votes
Randal Kirk 207,060,147   5,072,069   154,634   61,452,809
Nancy Howell Agee 206,723,562   4,245,863   1,317,425   61,452,809
Cesar Alvarez 198,441,890   12,508,463   1,336,497   61,452,809
Steven Frank 205,741,016   5,182,858   1,362,976   61,452,809
Vinita Gupta 153,104,242   57,856,824   1,325,784   61,452,809
Fred Hassan 206,611,453   4,378,940   1,296,457   61,452,809
Jeffrey Kindler 206,614,657   4,373,888   1,298,305   61,452,809
Helen Sabzevari 210,626,763   1,532,092   127,995   61,452,809
James Turley 206,342,088   4,646,207   1,298,555   61,452,809

 

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, 2026.

 

For Against Abstain
272,813,907 253,969 671,783

 

Proposal 3 - Non-binding advisory resolution approving the compensation of the named executive officers.

 

For Against Abstain Broker Non-Votes
208,241,739 2,790,879 1,254,232 61,452,809

 

Proposal 4 - Approval of an amendment to the Precigen, Inc. 2023 Omnibus Incentive Plan, as amended, to increase the number of shares of common stock which may be subject to awards thereunder by 7 million.

 

For Against Abstain Broker Non-Votes
207,056,264 4,996,260 234,326 61,452,809

 

 

 

 

Item 9.01.Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

No.

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

 

 

 

 

SIGNATURE

 

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.

 

  Precigen, Inc.
   
     
  By:

/s/ Donald P. Lehr

    Donald P. Lehr
    Chief Legal Officer

 

Dated: June 24, 2026

 

 

 

 

 

 

Source: View Original Filing on SEC EDGAR

FAQ

What did Precigen (PGEN) stockholders approve for the 2023 Omnibus Incentive Plan?

Stockholders approved an amendment to the 2023 Omnibus Incentive Plan to increase the number of common shares available for equity awards by 7 million. This expands the company’s capacity to grant stock-based incentives to directors, executives, and employees under the existing plan framework.

Which directors were elected at Precigen (PGEN) 2026 Annual Meeting?

Stockholders elected nine directors to one-year terms: Randal Kirk, Nancy Howell Agee, Cesar Alvarez, Steven Frank, Vinita Gupta, Fred Hassan, Jeffrey Kindler, Helen Sabzevari, and James Turley. Each received more votes for than against, with significant broker non-votes reported.

Did Precigen (PGEN) stockholders ratify the 2026 independent auditor?

Yes, stockholders ratified Deloitte & Touche LLP as Precigen’s independent registered public accounting firm for the year ending December 31, 2026. The vote totaled 272,813,907 for, with 253,969 against and 671,783 abstaining, indicating strong support for the auditor selection.

How did Precigen (PGEN) stockholders vote on executive compensation?

Stockholders approved a non-binding advisory resolution on executive compensation, with 208,241,739 votes for, 2,790,879 against, and 1,254,232 abstentions, plus 61,452,809 broker non-votes. This advisory vote indicates general shareholder support for current named executive officer pay practices.

What were the vote results for Precigen (PGEN) incentive plan amendment Proposal 4?

For Proposal 4, stockholders cast 207,056,264 votes for, 4,996,260 against, and 234,326 abstentions, with 61,452,809 broker non-votes. This approved increasing the common shares available under the 2023 Omnibus Incentive Plan by 7 million for future equity-based awards.

What other key governance actions occurred at Precigen (PGEN) 2026 meeting?

In addition to director elections and plan changes, stockholders ratified the independent auditor and approved the say-on-pay advisory vote. These outcomes confirm support for the board’s oversight, compensation policies, and choice of Deloitte & Touche LLP for the 2026 fiscal year audit.

Filing Exhibits & Attachments

3 documents

Other Documents