DEF 14A: Ginkgo Bioworks Sets Date for 2024 Annual Shareholder Meeting, Outlines Key Proposals

Ginkgo Bioworks will hold its 2024 Annual Meeting of Shareholders virtually on June 13, 2024, to vote on director elections, ratification of the independent auditor, and executive compensation.

Summary

• Ginkgo Bioworks Holdings, Inc. will hold its 2024 Annual Meeting of Shareholders on Thursday, June 13, 2024, at 8:00 a.m. Eastern Time, in a virtual format.
• Shareholders of record as of April 16, 2024, are entitled to vote.
• The meeting will address the election of nine director nominees, the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2024, and an advisory vote to approve executive compensation.
• The Board of Directors recommends voting FOR all director nominees, FOR the ratification of Deloitte & Touche LLP, and FOR the approval of executive compensation.
• The proxy statement and the 2023 Annual Report are available at www.proxyvote.com.
• The company is focused on ESG (Environmental, Social, and Governance) and released its second Sustainability Report last June.
• Ginkgo's biosecurity business unit is working to build critical infrastructure to monitor biological threats and support public health and national security.
• The company is working to expand its biosecurity offering and to deploy new capabilities to prepare for future biological threats.

Sentiment

Score: 7

Explanation: The document is generally positive, highlighting the company's commitment to ESG, biosecurity, and corporate governance. However, it also acknowledges risks and challenges, such as material weaknesses in internal controls and the uncertainties inherent in forward-looking statements.

Positives

• The company is actively engaged in ESG initiatives, demonstrated by the release of its second Sustainability Report.
• Ginkgo is expanding its biosecurity offerings to address biological threats, supporting public health and national security.
• The virtual format of the annual meeting enhances accessibility for shareholders.
• The Board recommends voting FOR all proposals.

Negatives

• EY identified material weaknesses in internal control over financial reporting as of December 31, 2023, relating to ineffective management review controls.
• EY identified material weaknesses in internal control over financial reporting as of December 31, 2022, relating to ineffective management review controls and controls over the existence, completeness, and accuracy of data used in the Company's controls.

Risks

• The document includes forward-looking statements that are subject to known and unknown risks, uncertainties, and other factors that may cause actual results to differ materially.
• The company acknowledges the importance of managing shareholder dilution resulting from its compensation program.
• The company is exposed to risks related to its corporate governance guidelines and code of business conduct and ethics.

Future Outlook

Ginkgo plans to release an update to its 2022 Sustainability Report, Caring at Ginkgo, later this year.

Management Comments

• At Ginkgo, we believe our platform can play an important role in addressing some of the major societal and environmental challenges that we face today.
• We no longer question if biotechnology will transform a given industry, we simply question whether we are creative enough to imagine how.
• The modern tools of biotechnology, when deployed at scale, offer an unprecedented opportunity to transform the way the world detects and responds to pandemics.

Industry Context

The document highlights the increasing recognition of synthetic biology and biomanufacturing as key to reducing global emissions, improving supply chain resilience, and advancing human health, aligning with broader industry trends.

Comparison to Industry Standards

• The document mentions several comparable companies in the peer group analysis for executive compensation, including 10X Genomics, Abcellera Biologics, Amyris, Balchem Corporation, BioMarin Pharmaceuticals, BridgeBio Pharma, CRISPR Therapeutics, Guardant Health, Halozyme Therapeutics, Ionis Pharmaceuticals, Livent Corp., Natera, Pacific Biosciences of California, Repligen Corporation, Sarepta Therapeutics, Schrdinger, Twist Bioscience Corporation, Ultragenyx Pharmaceutical Inc., and Vir Biotechnology.
• These companies are used to benchmark executive compensation programs based on industry, revenue, and organizational complexity.
• The document also references the S&P Biotechnology Select Industry Index for peer group total shareholder return (TSR) comparisons.

Related Party Transactions

• In October 2021 and March 2022, Ginkgo entered into a first and second amended and restated shareholders agreement, respectively, with Viking Global Opportunities Illiquid Investments Sub-Master LP, a holder of more than 5% of Ginkgos outstanding capital stock at the time of each agreement, pursuant to which Ginkgo agreed, subject to approval of the Board, to permit such shareholder to exchange a portion of its shares of Ginkgo Class A common stock for shares of Ginkgo Class C common stock on a 1-for-1 basis.

Stakeholder Impact

• The company's ESG initiatives and biosecurity efforts aim to benefit society and the environment.
• The executive compensation program is designed to align the interests of executives with those of long-term shareholders.
• The virtual annual meeting enhances accessibility for all shareholders.

Next Steps

• Shareholders are encouraged to vote their shares before the Annual Meeting.
• Ginkgo will release an update to its 2022 Sustainability Report later this year.
• The company will continue to engage with shareholders year-round on Ginkgo's vision and value creation opportunities.

Key Dates

Keywords

Annual Meeting, Proxy Statement, Director Election, Executive Compensation, Deloitte & Touche, ESG, Biosecurity, Sustainability, Corporate Governance, Shareholders