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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 2024 ANNUAL MEETING OF SHAREHOLDERS
To Be Held On July 5, 2024

To Our Shareholders:

You are cordially invited to attend the 2024 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, Friday, July 5, 2024, 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, 2024;

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

to approve an amendment to the Precigen, Inc. 2023 Omnibus Incentive Plan to increase the number of shares of common stock which may be subject to awards thereunder by 2 million; 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/PGEN2024 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 May 3, 2024 as the record date for determining those shareholders entitled to notice of and to vote at the Annual Meeting. We are furnishing our proxy materials and Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Annual Report”) by mail to our shareholders.

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 an amendment to 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 July 4, 2024, 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
May 28, 2024

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON July 5, 2024

Our Proxy Statement and our 2023 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
Political Contributions		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
Board Diversity Matrix		22
DIRECTOR COMPENSATION		23
Non-Employee Director Compensation		23
Director Compensation Table for 2023		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
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM		27
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
Elements of Our Compensation Program		33

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	Page
The Compensation Review Process		36
Establishing Total Direct Remuneration		38
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 2023		43
GRANTS OF PLAN-BASED AWARDS FOR 2023		44
OUTSTANDING EQUITY AWARDS AT 2023 FISCAL YEAR END		45
STOCK AWARDS VESTED FOR 2023		46
POTENTIAL PAYMENTS UPON TERMINATION OR A CHANGE IN CONTROL		47
Employment Agreements with Named Executive Officers		47
Employment Agreement with Dr. Sabzevari		47
Equity Award Provisions		48
Potential Payments		50
PAY VERSUS PERFORMANCE		52
CEO PAY RATIO		55
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS		56
Underwritten Public Offering		56
Intrexon Energy Partners and Intrexon Energy Partners II		56
Policies and Procedures for Related Person Transactions		57
EQUITY COMPENSATION PLAN INFORMATION		59
PROPOSAL 4 APPROVAL OF AN AMENDMENT TO THE PRECIGEN, INC. 2023 OMNIBUS INCENTIVE PLAN (THE “2023 PLAN”)		60
Overview		60
Share Increase		60
Text of the 2023 Plan Amendment		62
Summary of the Material Terms of the 2023 Plan		62
Material U.S. Federal Income Tax Consequences of Awards under the 2023 Plan		66
Registration with the SEC		67
New Plan Benefits		67
Existing Plan Benefits to Named Executive Officers and Others		68
Vote Required and Board Recommendation		68
CERTAIN MATTERS RELATING TO PROXY MATERIALS AND ANNUAL REPORTS		69
Electronic Access of Proxy Materials and Annual Reports		69
“Householding” of Proxy Materials and Annual Reports for Record Owners		69
Separate Copies for Beneficial Owners		69
OTHER MATTERS		70
ANNEX A AMENDMENT NO. 1 TO PRECIGEN, INC. 2023 OMNIBUS INCENTIVE PLAN		A-1

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

PROXY STATEMENT
2024 Annual Meeting of Shareholders

This Proxy Statement and the accompanying proxy card are being furnished to you by the Board of Directors (the “Board”) of Precigen, Inc. to solicit your proxy to vote your shares at our Annual Meeting, or at any adjournments or postponements thereof. The Annual Meeting will be held via an interactive webcast and will be called to order at 9:00 a.m. Eastern Time, on Friday, July 5, 2024. To join the meeting webcast, go to www.VirtualShareholderMeeting.com/PGEN2024 at least fifteen minutes before the meeting time and follow the instructions. You will need the 16-digit control number on your proxy card or voting instructions to join the meeting.

On or about May 28, 2024, we will commence mailing proxy materials, including the accompanying notice and the 2023 Annual Report, and on how to vote. These materials are being made available to you on the internet at www.proxyvote.com.

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING

Who is asking for my vote and why am I receiving this document?

The Board asks that you vote on the matters listed in the Notice of 2024 Annual Meeting of Shareholders, which are more fully described in this Proxy Statement. We are providing this Proxy Statement and related proxy card to our shareholders in connection with the solicitation by the Board of proxies to be voted at the Annual Meeting. A proxy, if duly executed and not revoked, will be voted and, if it contains any specific instructions, will be voted in accordance with those instructions.

Who is entitled to vote?

Only holders of record of outstanding shares of our common stock at the close of business on May 3, 2024, are entitled to notice of and to vote at the Annual Meeting. At the close of business on May 3, 2024, there were 252,419,690 outstanding shares of common stock. Each share of common stock is entitled to one vote on each matter properly brought before the Annual Meeting.

What is a proxy?

A proxy is your legal designation of another person to vote the stock you own. If you designate someone as your proxy or proxy holder in a written document, that document is called a proxy or a proxy card. Dr. Helen Sabzevari and Mr. Donald P. Lehr, or each of them, each with the power to appoint his or her substitute, have been designated as proxies or proxy holders for the Annual Meeting. A proxy properly executed and received by our Corporate Secretary by 11:59 p.m. Eastern Time on July 4, 2024 and not revoked will be voted in accordance with the terms thereof.

What is a voting instruction?

A voting instruction is the instruction form you receive from your bank, broker, or its nominee if you hold your shares of common stock in street name. The instruction form instructs you how to direct your bank, broker, or its nominee, as record holder, to vote your shares of common stock.

What am I voting on?

Shareholders are being asked to vote on each of the following items of business:

•

the election to the Board of the nine nominees named in this Proxy Statement, 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;

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•

the ratification of the appointment by the Audit Committee of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024;

•

the approval of a non-binding advisory resolution approving the compensation of the named executive officers; and

•

the approval of an amendment to the Precigen, Inc. 2023 Omnibus Incentive Plan (the “2023 Plan”) to increase the number of shares of common stock which may be subject to awards thereunder by 2 million.

In addition, any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof will be considered. The persons named in the enclosed proxy card or voting instruction will vote the shares of common stock represented by the proxy in the manner as the Board may recommend, or otherwise at the proxy holders’ discretion. Neither management nor the Board presently knows of any other such matters.

How many votes must be present to hold the Annual Meeting?

A majority of the outstanding shares of common stock entitled to be cast as of the record date must be present in person or represented by proxy at the Annual Meeting. This is referred to as a quorum. Abstentions and shares of record held by a broker or its nominee (“broker shares”) that are not voted on any matter (“broker non-votes”) are included in determining the existence of a quorum.

What are the voting requirements to elect directors and approve the other proposals described in the Proxy Statement?

The vote required to elect directors and approve each of the matters scheduled for a vote at the annual meeting is set forth below:

Proposal			Vote Required
1. Election of directors			Majority of votes cast
2. Ratification of appointment of Deloitte & Touche LLP			Majority of votes cast
3. Advisory vote to approve executive compensation			Majority of votes cast
4. Approval of an amendment to the 2023 Plan to increase the number of shares of common stock which may be subject to awards thereunder by 2 million			Majority of votes cast

Votes may be cast by proxy or in person. A “majority” of votes cast means that more votes were cast “for” the proposal than “against.” Abstentions and broker non-votes (described under “How are abstentions and broker non-votes counted?”) are not considered as votes cast and will have no effect on the vote outcome for Proposals 1, 2,3 and 4. As it relates to the election of our directors, our Corporate Governance Guidelines provide that any nominee for director in an uncontested election who receives a greater number of shareholder votes cast “against” his or her election than votes “for” his or her election must, promptly following certification of the shareholder vote, tender his or her resignation to the Board for consideration. For more details regarding the director resignation policy, please see “Election of Directors.”

What are the voting recommendations of the Board?

For the reasons set forth in more detail later in this Proxy Statement, the Board unanimously recommends that you vote:

•

FOR the proposed nominees to the Board named in this Proxy Statement;

•

FOR the ratification of the appointment of Deloitte & Touche LLP;

•

FOR the approval of the non-binding advisory resolution to approve the compensation of our named executive officers; and

•

FOR the approval of an amendment to the 2023 Plan to increase the number of shares of common stock which may be subject to awards thereunder by 2 million.

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How do I vote?

Registered shareholders (shareholders who hold common stock in certificated form or book entry form on the records of our transfer agent as opposed to through a bank, broker or other nominee) may vote in person at the Annual Meeting or by proxy. There are three ways for registered shareholders to vote by proxy before the Annual Meeting:

•

By Internet: Connect to the internet at www.proxyvote.com and follow the instructions included on the proxy card or voting instruction. Your proxy will be voted according to your instructions. If you vote by internet, you do not need to mail in a proxy card or voting instruction.

•

By Telephone: Call 1-800-690-6903 and follow the instructions included on the proxy card or voting instruction. If you vote by telephone, you do not need to mail in a proxy card or voting instruction.

•

By Mail: If you received your proxy materials by mail, complete, properly sign, date, and mail the enclosed proxy card.

Registered shareholders are urged to deliver proxies by using the internet, calling the toll-free telephone number, or by completing and mailing the proxy card. The internet and telephone voting procedures are designed to authenticate shareholders’ identities, to allow shareholders to give their proxies, and to confirm that such instructions have been recorded properly. Instructions for voting over the internet or by telephone are included on the enclosed proxy card. If you received your proxy materials via mail, registered shareholders may send their proxies by completing, signing, and dating the enclosed proxy card and returning it as promptly as possible in the enclosed prepaid envelope. The deadline for voting via the internet or telephone is 11:59 p.m., Eastern Time, on July 4, 2024.

Shareholders who hold common stock through banks, brokers, or other nominees (“street name shareholders”) who wish to vote at the Annual Meeting should receive voting instructions from the institution that holds their shares. Please contact the institution that holds your shares if you have not received voting instructions. Street name shareholders may also be eligible to vote their shares electronically by following the voting instructions provided by the bank, broker, or other nominee that holds the shares, using either the toll-free telephone number or the internet address provided on the voting instruction; or by completing, dating, and signing the voting instruction and returning it promptly in the enclosed prepaid envelope.

Shareholders can also vote via the internet during the virtual Annual Meeting by visiting: www.virtualshareholdermeeting.com/PGEN2024. Only shareholders of record at the close of business on the record date, May 3, 2024, are entitled to participate in and to vote at the virtual Annual Meeting. To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or on your voting instruction form.

10.

Can I attend the Annual Meeting?

Yes. The Annual Meeting is open to all holders of our common stock as of the record date, May 3, 2024. However, even if you plan to attend the Annual Meeting, we encourage you to vote your shares in advance. You can attend the Annual Meeting live via the internet by visiting: www.virtualshareholdermeeting.com/PGEN2024. Online check-in will begin at 8:45 a.m. Eastern Time. Please allow ample time for the online check-in process. Please note that there is no in-person location for you to attend.

To participate in the Annual Meeting, you will need the 16-digit control number included on your proxy card or any additional voting instructions that accompanied your proxy materials.

11.

How do I attend the virtual Annual Meeting? How can I ask questions during the Annual Meeting? What if I experience technical difficulties at log-in or during the Annual Meeting?

Our virtual Annual Meeting will be conducted on the internet via webcast. You will be able to participate online and submit your questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/PGEN2024. Shareholders will be able to vote their shares electronically

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during the Annual Meeting. To participate in the Annual Meeting, you will need the 16-digit control number on your proxy card of voting instruction form. The Annual Meeting will begin promptly at 9:00 am Eastern Time.

Shareholders may submit questions during the Annual Meeting. If you wish to submit a question, you may do so by logging into the virtual meeting platform at www.virtualshareholdermeeting.com/PGEN2024, typing your question into the “Ask a Question” field, and clicking “Submit.” Questions pertinent to the Annual Meeting will be addressed during the Annual Meeting, subject to time constraints.

If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Annual Meeting login page for assistance. Technical assistance will be available through the conclusion of the Annual Meeting.

12.

How will my shares be voted if I sign, date, and submit my proxy or voting instruction, but do not provide complete voting instructions with respect to each proposal?

Shareholders should specify their vote for each matter on the proxy or voting instruction. The proxies solicited by this Proxy Statement vest in the proxy holders voting rights with respect to the election of directors (unless the shareholder marks the proxy to withhold that authority) and on all other matters voted upon at the Annual Meeting.

Unless otherwise directed in the enclosed proxy card, the persons named as proxies therein will vote all properly executed, returned, and not-revoked proxy cards or voting instruction cards: (i) “FOR” the election of the nine director nominees listed thereon; (ii) “FOR” the proposal 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, 2024; (iii) “FOR” the non-binding proposal to approve the compensation of our named executive officers; and (iv) “FOR” the approval of an amendment to the Precigen, Inc. 2023 Omnibus Incentive Plan.

13.

How will my shares be voted if I do not return my proxy or my voting instruction?

It will depend on how your ownership of shares of common stock is registered. If you own your shares as a record holder, which means that your shares of common stock are registered in your name, if you do not vote in advance of the Annual Meeting by submitting a proxy, your unvoted shares will not be represented at the Annual Meeting and will not count toward the quorum requirement, as explained under “How many votes must be present to hold the Annual Meeting?,” unless you attend the Annual Meeting to vote them in person.

If you are a street name shareholder and your shares are registered in the name of your bank, broker or its nominee, your shares may be voted even if you do not provide your bank, broker, or other nominee with voting instructions. Your bank, broker, or other nominee may vote your shares in its discretion on “routine” matters. However, your bank, broker, or other nominee may not vote your shares on proposals that are not considered routine. When a proposal is not a routine matter and your bank, broker, or other nominee has not received your voting instructions with respect to such proposal, your bank, broker, or other nominee cannot vote your shares on that proposal. When a bank, broker, or other nominee does not cast a vote for a non-routine matter, it is called a “broker non-vote.”

Therefore, please note that in the absence of your specific instructions as to how to vote, your bank, broker, or other nominee may not vote your shares with respect to the election of directors, the non-binding proposal to approve the compensation of the named executive officers, or the proposal to approve an amendment to the Precigen, Inc. 2023 Omnibus Incentive Plan. These matters are not considered routine matters. However, the ratification of the appointment by the Audit Committee of Deloitte & Touche LLP is a routine matter for which brokerage firms may vote on behalf of their clients if no voting instructions are provided. Therefore, if you are a street name shareholder whose shares of common stock are held with a bank, broker, or other nominee and you do not return your voting instructions, your bank, broker, or other nominee may vote your shares on the ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm. Please return your proxy so your vote can be counted.

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14.

How are abstentions and broker non-votes counted?

Only votes cast “for” or “against” are included in determining the votes cast with respect to any matter presented for consideration at the Annual Meeting. As described above, when brokers do not have discretion to vote or do not exercise such discretion, the inability or failure to vote is referred to as a “broker non-vote.” Proxies marked as abstaining, and any proxies returned by brokers as “non-votes” on behalf of shares held in street name because beneficial owners did not vote on one or more matters to be acted upon at the Annual Meeting, will be treated as present for purposes of determining whether a quorum is present at the Annual Meeting. Broker non-votes and abstentions will not be included in the vote total for the proposal to elect the nominees for director and will not affect the outcome of the vote for the proposal. In addition, under Virginia corporate law, abstentions are not counted as votes cast on a proposal. Therefore, abstentions and broker non-votes will not count either in favor of or against (i) the election of directors, (ii) the ratification of the appointment of Deloitte & Touche LLP, (iii) the non-binding proposal to approve the compensation of the named executive officers, and (iv) the approval of the amendment to the Precigen, Inc. 2023 Omnibus Incentive Plan to increase the number of shares of common stock which may be subject to awards thereunder by 2 million.

15.

What if I change my mind after I vote?

Whether you vote by internet, telephone, or by mail, you may later revoke your proxy and change your vote before 11:59 p.m. Eastern Time on Thursday, July 4, 2024 by:

•

entering new instructions on either the telephone or internet voting system before 11:59 p.m. Eastern Time on Thursday, July 4, 2024;

•

delivering a properly signed proxy with a later date than the previously submitted proxy card before the polls close at the Annual Meeting;

•

delivering a written revocation to our Corporate Secretary at 20374 Seneca Meadows Parkway, Germantown, Maryland 20876; or

•

voting virtually at the Annual Meeting.

Attendance at the virtual Annual Meeting alone without voting will not revoke a previously granted proxy. If you are a street name shareholder whose stock is held with a bank, broker, or other nominee, you must follow the instructions found on the voting instruction card provided by the bank, broker, or other nominee, or contact your bank, broker, or other nominee to change or revoke your previously given proxy.

16.

Who pays the cost of proxy solicitation?

We will pay all expenses of soliciting proxies, including clerical work, printing, and postage. Our officers and other employees may personally solicit proxies or solicit proxies by internet, telephone, mail, or facsimile, but we will not provide any compensation for such solicitations. We will also reimburse banks, brokers, and other persons holding shares in their names or in the names of nominees for expenses incurred sending material to beneficial owners and obtaining proxies from beneficial owners.

17.

Could other matters be decided in the Annual Meeting?

The Board does not know of any other business that may be brought before the Annual Meeting. However, if any other matters should properly come before the Annual Meeting or at any adjournment or postponement thereof, it is the intention of the persons named in the accompanying proxy to vote on such matters as they, in their discretion, may determine.

18.

How do I make a shareholder proposal for the 2025 Annual Meeting of Shareholders?

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we must receive any proposals from shareholders intended for inclusion in the proxy statement for our 2024 Annual Meeting of Shareholders no later than 120 days before the anniversary date of the distribution of this Proxy Statement (i.e., January 28, 2025). Holders of common stock who wish to have proposals submitted for inclusion in the proxy statement for our 2025 Annual Meeting of Shareholders should consult the

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applicable rules and regulations of the SEC with respect to such proposals, including certain information required to be in the proposal, the permissible number and length of proposals, and other matters governed by such rules and regulations. Proposals should be submitted to Precigen, Inc., 20374 Seneca Meadows Parkway, Germantown, Maryland 20876.

The Bylaws also set forth the procedures a shareholder must follow to nominate directors or to bring other business before shareholder meetings. For a shareholder to nominate a candidate for director or bring other matters pursuant to these procedures at the 2025 Annual Meeting of Shareholders, we must receive notice of the nomination or proposal no earlier than the close of business on March 7, 2025 and no later than the close of business on April 7, 2025, provided, however, that if our 2025 Annual Meeting of Shareholders is sche

SEC Form DEF 14A filed by Precigen Inc.