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 8, 2023 (the "2023 Annual Meeting"), the Company's stockholders approved the adoption of the Precigen, Inc. 2023 Omnibus Incentive Plan (the "2023 Plan"), which authorizes for issuance pursuant to awards under the 2023 Plan an aggregate of 12,500,000 shares of common stock of the Company, plus the number of shares remaining available for issuance under the Intrexon Corporation Amended and Restated 2013 Omnibus Incentive Plan (as amended, the "2013 Plan") as of June 8, 2023. The adoption of the 2023 Plan had been previously approved by the Company's Board of Directors (the "Board"), subject to stockholder approval.

The 2023 Plan replaces the 2013 Plan and, accordingly, no further awards will be granted under the 2013 Plan and any awards granted under the 2013 Plan prior to the date of the 2023 Annual Meeting will remain outstanding under such plan and will continue to vest and/or become exercisable in accordance with their original terms and conditions.

The principal features of the 2023 Plan are described in detail under "Proposal 4 - Approval of the Precigen, Inc. 2023 Omnibus Incentive Plan" of the Company's Definitive Proxy Statement on Schedule 14A for the 2023 Annual Meeting filed by the Company with the Securities and Exchange Commission on April 25, 2023 (the "Proxy Statement"). The full text of the 2023 Plan is attached as Annex A to the Proxy Statement.

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

At the 2023 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, 2023, (iii) approved a non-binding advisory resolution approving the compensation of the named executive officers and (iv) approved the 2023 Plan.

Proposal 1 - Election of Directors





                    For        Against     Abstain   Broker Non-Votes

Randal Kirk 146,746,009 1,973,895 191,105 39,110,863 Cesar Alvarez 138,469,237 10,324,861 116,911 39,110,863 Steven Frank 140,313,694 8,383,203 214,112 39,110,863 Vinita Gupta 143,223,505 5,292,446 395,058 39,110,863 Fred Hassan 143,676,028 5,012,125 222,856 39,110,863 Jeffrey Kindler 141,867,748 6,832,957 210,304 39,110,863 Dean Mitchell 132,958,522 15,741,660 210,827 39,110,863 Helen Sabzevari 146,444,421 2,185,558 281,030 39,110,863 James Turley 145,231,754 3,464,127 215,128 39,110,863

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, 2023.





    For     Against Abstain
187,098,923 812,924 110,025




Proposal 3 - Non-binding Advisory Resolution Approving the Compensation of the Named Executive Officers.





    For      Against  Abstain Broker Non-Votes
142,885,749 5,521,791 503,469    39,110,863

Proposal 4 - Approval of the Precigen, Inc. 2023 Omnibus Incentive Plan.





    For      Against  Abstain Broker Non-Votes
145,378,065 3,088,440 444,504    39,110,863


  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)

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