tm2313443-1_nonfiling - none

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to §240.14a-12

Precigen, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than The Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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PRECIGEN, INC.
20374 Seneca Meadows Parkway
Germantown, Maryland 20876

NOTICE OF 2023 ANNUAL MEETING OF SHAREHOLDERS
To Be Held On June 8, 2023

To Our Shareholders:

You are cordially invited to attend the 2023 Annual Meeting of Shareholders (the “Annual Meeting”) of Precigen, Inc. (“Precigen,” “we,” “us,” “our,” or the “Company”) to be held in virtual meeting format only at 9:00 a.m. Eastern Time, Thursday, June 8, 2023, for the following purposes:

to elect the nine nominees named in the accompanying Proxy Statement to the Board of Directors, each to serve a one-year term expiring at the earlier of the next Annual Meeting or until his or her successor is duly elected and qualified;

to ratify the appointment by the Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

to approve a non-binding advisory resolution approving the compensation of the named executive officers;

to approve the Precigen, Inc. 2023 Omnibus Incentive Plan; and

to transact any other business that may properly be brought before the Annual Meeting or any adjournments or postponements thereof.

To join the meeting webcast, go to www.VirtualShareholderMeeting.com/PGEN2023 shortly before the meeting time and follow the instructions.

As of the date of this notice, we have not received notice of any matters, other than those set forth above, that may properly be presented at the Annual Meeting. If any other matters are properly presented for consideration at the meeting, the persons named as proxies on the proxy card, or their duly constituted substitutes, will be deemed authorized to receive notice on behalf of and to vote the shares represented by proxy or otherwise act on those matters in accordance with their business judgment.

The Board of Directors has fixed the close of business on April 17, 2023 as the record date for determining those shareholders entitled to notice of and to vote at the Annual Meeting. As permitted by rules adopted by the Securities and Exchange Commission, we are furnishing our Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2022 (the “2022 Annual Report”) over the internet to our shareholders. This means that our shareholders will receive only a notice containing instructions on how to access the proxy materials over the internet. If you would like to receive a paper copy of the proxy materials, the notice contains instructions on how you can request copies of these documents.

Your vote is very important to us. Please read the Proxy Statement and then, regardless of whether you are able to attend the Annual Meeting, vote your shares as promptly as possible. Please note that in the absence of specific instructions as to how to vote, brokers may not vote your shares on the election of directors, the non-binding proposal to approve the compensation of the named executive officers or the proposal to approve the Precigen, Inc. 2023 Omnibus Incentive Plan. You may revoke your proxy and change your vote by entering new instructions on either the telephone or internet voting system before 11:59 p.m. Eastern Time on June 7, 2023, by submitting a proxy with a later date before the polls close at the Annual Meeting, by delivering a written revocation to our Corporate Secretary such that it is received before the polls close at the Annual Meeting, or by voting your shares at the Annual Meeting. Please note that voting in advance in any of the ways described will not prevent you from attending the Annual Meeting should you choose to do so. Whether or not you attend the Annual Meeting, please vote your shares as promptly as possible.

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By Order of the Board of Directors,
DONALD P. LEHR
Corporate Secretary
Germantown, Maryland
April 25, 2023

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON June 8, 2023

Our Proxy Statement and our 2022 Annual Report are available online, free of charge, at https://materials.proxyvote.com.

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	Page
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING		1
Corporate Governance		7
General		7
Corporate Governance Guidelines		7
Board Standards of Independence		7
Board Meetings and Attendance at Annual Meeting of Shareholders		8
Board Leadership Structure		8
The Board’s Role in Risk Oversight		9
Board Committees		10
Code of Business Conduct and Ethics		13
Communications with the Board		13
Beneficial Ownership of Common Stock		14
No Delinquent Section 16(a) Reports		15
PROPOSAL 1 ELECTION OF DIRECTORS		16
Background		16
Vote Required and Board Recommendation		16
Nominees for Election as Directors		16
Director Compensation		23
Non-Employee Director Compensation		23
Director Compensation Table for 2022		24
Equity Ownership Guidelines for Board of Directors		25
PROPOSAL 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		26
Background		26
Required Vote and Board Recommendation		26
Principal Accountant Fees		27
Pre-Approval Policy		27
Audit Committee Report		28
PROPOSAL 3 NON-BINDING PROPOSAL TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS		29
General		29
Vote Required and Board Recommendation		29
Identification of Executive Officers		30
Compensation Discussion and Analysis		31
Executive Summary		31
Key Compensation Corporate Governance Practices		32
Our Compensation Philosophy		32
Principles of Our Compensation Framework		33
Developments in Executive Compensation for 2022		33
Elements of Our Compensation Program		33
The Compensation Review Process		37
Establishing Total Direct Remuneration		38

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	Page
Consideration of Say-on-Pay Vote Results		39
Other Executive Compensation Practices		39
Compensation and Human Capital Management Committee Report		41
Compensation Risk Assessment		41
Summary Compensation Table		42
All Other Compensation Table for 2022		43
Grants of Plan-Based Awards for 2022		43
Outstanding Equity Awards at 2022 Fiscal Year End		44
Stock Awards Vested for 2022		45
Potential Payments Upon Termination or a Change in Control		46
Pay Versus Performance		49
CEO Pay Ratio		53
Equity Compensation Plan Information		54
Certain Relationships and Related Party Transactions		56
Policies and Procedures for Related Person Transactions		56
PROPOSAL 4 APPROVAL OF THE PRECIGEN, INC. 2023 OMNIBUS INCENTIVE PLAN		59
Overview		59
Considerations for the Approval the 2023 Plan		59
Summary of the Material Terms of the 2023 Plan

SEC Form DEF 14A filed by Precigen Inc.