Precigen, Inc. (PGEN) Earnings Call Transcript & Summary

Good morning. Welcome to the Precigen, Inc. virtual shareholder meeting. I would now like to introduce our first speaker, Randal J. Kirk...

Good morning. Thank you. Good morning. I'm RJ Kirk, Executive Chairman of the Board of Directors of Precigen, and I would like to welcome each of you to our Annual Meeting of Shareholders. To all of our shareholders, I wish the best for you, your families and your communities. I'm also pleased to welcome the other members of our Board, including Dr. Helen Sabzevari, Precigen's President and CEO. You'll be hearing from Helen in a bit. I hereby call this meeting of shareholders to order; and ask Don Lehr, our Chief Legal Officer, who will serve as the secretary of the meeting, to continue with the proceedings. Don?

Thank you, RJ. For the second year, we are hosting today's meeting through a virtual meeting platform. Rules and procedures have been posted on the platform. If anyone experiences technical issues related to participation in the meeting, please call the phone number list on the portal site. Attending this meeting today is Mr. Jim Gaughan from CT Hagberg LLC, who has been appointed as inspector of elections to tabulate and certify the votes pursuant to the company's bylaws. Also attending this meeting is Mike Morton, a representative of Deloitte & Touche, which acts as the company's independent registered public accounting firm for 2020 and which the company has proposed as its independent registered public accounting firm for 2021. Mr. Morton will be available during the meeting to address applicable questions. The company received an affidavit by -- made by Joanne Vogel of Broadridge Financial Solutions, Inc. stating that, on April 28, 2021, due notice of this meeting was properly mailed. The affidavit will be filed with the minutes of the meeting. The company's 2020 annual report and 2021 proxy statement have been made available to shareholders online as well as by mail if so requested. Mr. Gaughan, what is the total number of shares and votes present or represented at this meeting?

Shareholders holding at least 149,791,042 shares of the company's common stock are present by proxy. These shares constitute more than 72.56% of the total number of votes entitled to vote and cast at the meeting based on the shares outstanding at the close of business, April 13, 2021, the record date for this meeting.

Thank you very much. There is a quorum, and the meeting will proceed. Shareholders will be asked to vote on each of the 4 proposals listed in the proxy statement. There are no other proposals to be considered at the meeting today. Any shareholder or shareholder representative who desires to comment on a proposal may do so by submitting a comment using the designated field on the web portal for the meeting. After the votes have been counted, we'll receive the report of the inspector of election, which will conclude the official business of the meeting. After the voting, Helen will give a few remarks. Shareholders may submit their comments and questions using the designated field on the annual meeting at any time during this meeting. RJ, with your approval, we will now consider each proposal discussed in the proxy statement.

Please proceed.

The first order of business is the proposal to elect the following 10 individuals to the company's Board of Directors: Cesar Alvarez, Steve Frank, Vinita Gupta, Fred Hassan, Jeffrey Kindler, Dean Mitchell, Helen Sabzevari, Robert Shapiro, James Turley and Randal J. Kirk, each to serve a 1-year term expiring at the earlier of the next annual meeting or until his or her successor is duly elected and qualified. I'll ask if there are any questions or comments regarding this specific proposal. Seeing none, we'll move on to the second order of business, to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ended December 31, 2021, as described in the proxy. Again, I will see whether there are any questions related to this proposal. The third order of business is a proposal to approve a nonbinding advisory resolution approving the compensation of the named executive officers as described in the proxy. Are there any questions related -- regarding this proposal? Seeing none. The fourth and final order of business is the proposal for a nonbinding advisory vote on the frequency of future advisory votes on the compensation of our named executive officers. Are there any questions or comments regarding this proposal? And again I see none. We'll therefore now proceed with a vote to approve each of the 4 proposals before the shareholders. [Voting]

Through the magic of electronic media, we can now hereby declare the voting closed, and I would ask Mr. Gaughan to make a preliminary report on the results of the voting.

Having tabulated the votes cast, I find that at least 112,283,265 or 90.09% of the number of votes properly cast were cast for the election of each of the 10 nominees for director. At least 149,358,863 or 99.82% of the number of votes properly cast were cast in favor of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. At least 101,077,690 or 81.10% of the number of votes cast properly cast -- were cast in favor of the approval of the nonbinding advisory resolution approving the compensation of the named executive offices. At least 123,061,586 or 99.36% of the number of votes properly cast were cast in favor of a frequency of 1 year of the future advisory votes on the compensation of our named executive officers.

Based on these results, I'm pleased to declare that all the director nominees have been elected and that each of the additional 3 proposals presented to the shareholders have been approved or ratified. Inspector of election's final report on the results of the voting will be filed with the minutes of the meeting, and we will report the final vote results in a Form 8-K. The formal business of the annual meeting is now completed. I would like to now turn the meeting over to our President and CEO, Dr. Helen Sabzevari, for a few remarks. Please note that remarks made today may contain forward-looking statements. Actual results could differ materially from those projected. The company undertakes no obligation to update or revise publicly any forward-looking statements whether because of new information, [ future events or other factors ]. After Helen speaks, we'll address any general shareholder questions. Helen, over to you.

Thank you, Don. And thank you to those who are joining us virtually for Precigen's Annual Meeting of Shareholders. I hope that this call finds you and your family safe and healthy during these times. The ultimate goal at Precigen is to better the lives of the patients through their new treatment options where current treatments have fallen short. I'm very proud of the entire Precigen team working tirelessly during the past year to advance our portfolio of programs to achieve these goals despite the numerous challenges of the pandemic. We believe that with the advancements of our portfolio, we are in a position to drive both near- and long-term shareholder value. We look forward to updating you in the coming months. Thank you for your continued support. And with that, I will now turn the call back to Don. Don?

Thank you very much, Helen. As a reminder. This session is being webcast live this morning and only validated shareholders will be able to ask questions. Again we'll now ask if there are any final questions. Seeing that no questions have been submitted at this time, we will be concluding the question-and-answer period. On behalf of Mr. Kirk, Dr. Sabzevari, our Board and the entire management team, I thank each of you for attending and for your continued interest and support of Precigen. The meeting is adjourned.