Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): June 16, 2023

GINKGO BIOWORKS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-40097

87-2652913

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

27 Drydock Avenue

8th Floor

Boston, MA 02210

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (877) 422-5362

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common stock, par value $0.0001 per share	DNA	NYSE
Warrants to purchase one share of Class A common stock, each at an exercise price of $11.50 per share	DNA.WS	NYSE

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


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

On June 16, 2023, Ginkgo Bioworks Holdings, Inc. (the “Company”) held its 2023 annual meeting of shareholders (the “Annual Meeting”). A total of 1,279,313,844 shares of Class A common stock and 328,119,920 shares of Class B common stock were present or represented by proxy at the Annual Meeting, representing approximately 81.98% of shares of Class A common stock and Class B common stock, entitled to vote as a single class at the Annual Meeting, and representing approximately 86.26% of shares of Class B common stock entitled to vote as a separate class at the Annual Meeting. Each holder of Class A common stock was entitled to one (1) vote for each share held on all matters voted upon by holders of Class A common stock. Each holder of Class B common stock was entitled to ten (10) votes for each share held on all matters voted upon. The shareholders voted on the matters presented at the Annual Meeting, and the shares present, in person or by proxy, were voted as follows:


1. Election of directors

Proposal one was the election of nine nominees to serve as directors of the Company, each until the next annual meeting of shareholders or until their successor shall have been elected and qualified. Holders of the Class B common stock, voting as a separate class, voted upon two nominees designated to be elected by the holders of Class B common stock. Holders of the Class A common stock and Class B common stock, voting together as a single class, voted upon seven nominees designated to be elected by the holders of Class A common stock and Class B common stock. The results of the vote were as follows:

Director nominees designated to be elected by holders of Class B common stock:


Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Jason Kelly	3,281,091,140	91,600	16,460	N/A
Reshma Shetty	3,280,651,750	173,430	374,020	N/A

Director nominees designated to be elected by holders of Class A and Class B common stock (voting together as a single class):


Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Arie Belldegrun	4,280,098,969	62,471,850	2,996,635	214,945,590
Marijn Dekkers	4,318,732,200	23,958,890	2,876,364	214,945,590
Kathy Hopinkah Hannan	4,330,845,522	5,216,853	9,505,079	214,945,590
Christian Henry	4,271,325,469	71,302,232	2,939,753	214,945,590
Reshma Kewalramani	4,227,332,531	117,314,365	920,558	214,945,590
Shyam Sankar	4,235,750,075	106,868,125	2,949,254	214,945,590
Harry E. Sloan	4,314,608,717	25,322,641	5,636,096	214,945,590

Pursuant to the foregoing votes, the nine nominees listed above were elected to serve on the Company’s Board of Directors. There were no additional director nominations brought before the meeting.


2. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm

Proposal two was the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023, designated to be voted upon by the holders of Class A common stock and Class B common stock, voting together as a single class. The results of the vote were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
4,548,208,562	9,208,067	3,096,415	0

Pursuant to the foregoing vote, the ratification of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was approved.


3. Advisory vote to approve executive compensation

Proposal three was an advisory vote to approve the compensation of the Company’s named executive officers, designated to be voted upon by the holders of Class A common stock and Class B common stock, voting together as a single class. The results of the vote were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
4,330,188,852	11,463,528	3,915,074	214,945,590

Pursuant to the foregoing vote, the compensation of the Company’s named executive officers was approved on an advisory basis.


4. Advisory vote on the frequency of future advisory votes on executive compensation

Proposal four was an advisory vote on the frequency of future advisory votes on executive compensation, designated to be voted upon by the holders of Class A common stock and Class B common stock, voting together as a single class. The results of the vote were as follows:


1 Year	2 Years	3 Years	Abstentions	Broker Non-Votes
4,328,967,974	697,993	14,355,978	1,545,509	214,945,590

Pursuant to the foregoing vote, the Company’s Board of Directors has determined to provide the Company’s shareholders with an annual advisory vote to approve executive compensation until the next vote on the frequency of such advisory votes.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.