Precigen Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine nominees to the Board of Directors to serve one-year terms.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

3. 3

   Non-Binding Proposal to Approve the Compensation of the Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.

   More detail

   Management asks shareholders to approve, on an advisory basis, the compensation of its named executive officers as disclosed in the proxy statement, including the CD&A and compensation tables. The vote is non-binding but will be considered by the Board and Compensation Committee when making future compensation decisions. The company frames its compensation program as pay-for-performance with a mix of cash, equity and performance-based incentives and provides details on 2025 pay outcomes, target mixes, and governance practices. Management recommends a vote FOR, citing alignment with shareholder interests, robust governance (independent Compensation Committee, use of consultant, clawback policy), and a strong compensation framework emphasizing equity and performance-based pay. The board notes that the 2025 say-on-pay vote in 2025 passed with strong support and that the outcome will be considered but is non-binding.

4. 4

   Approval of an Amendment to the Precigen, Inc. 2023 Omnibus Incentive Plan

   ManagementBoard: FOR

   Approve Amendment No. 3 to increase the 2023 Plan share reserve by 7,000,000 shares.

   More detail

   Management requests shareholder approval to increase the 2023 Omnibus Incentive Plan share reserve by 7 million shares, expanding the total authorized under the plan to 33 million shares (plus shares remaining under the Prior Plan). Management justifies the increase by citing the need for long-term equity incentives to attract and retain talent, current burn rate and overhang metrics, recent grants (including 2026 planned grants), and expected duration of reserve sufficiency for at least 12 months. The amendment contains governance protections such as no evergreen feature, minimum one-year vesting, prohibition on discounted options, no repricing without shareholder approval, and limits on non-employee director compensation. The Board recommends FOR, noting the incremental dilution (~1.8%) is reasonable and supports recruiting, retention and alignment with shareholders.

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When is the Precigen Inc 2026 annual meeting?

Precigen Inc (PGEN) holds its 2026 annual shareholder meeting on Thursday, June 18, 2026.

What is the record date for the Precigen Inc 2026 meeting?

The record date for the Precigen Inc 2026 meeting is Friday, April 17, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Precigen Inc's 2026 meeting?

The board is presenting 9 director nominees at the Precigen Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Precigen Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Precigen Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.