Ginkgo Bioworks (DNA) Proxy Filing summary

Executive summary

• Special Meeting scheduled for August 14, 2024, to vote on three key proposals: a reverse stock split, officer exculpation, and charter updates.

• The reverse stock split aims to increase the share price to maintain NYSE listing compliance and provide flexibility for the Board to determine the split ratio.

• Officer exculpation aligns with recent Delaware law changes, extending liability protection to certain officers for duty of care claims in direct shareholder actions.

• Charter updates remove outdated provisions related to the prior merger and domestication, and modernize corporate governance in line with current Delaware law.

• All proposals are recommended for approval by the Board of Directors.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) a reverse stock split, (2) officer exculpation, and (3) charter updates.

• The reverse stock split proposal requires a majority vote; officer exculpation and charter updates require two-thirds approval.

• Abstentions and broker non-votes count as votes against the officer exculpation and charter updates proposals but have no effect on the reverse stock split.

• No other shareholder proposals are permitted at this special meeting.

Board of directors and corporate governance

• The Board retains discretion to implement or abandon the reverse stock split and other amendments up to one year after approval.

• Charter amendments update voting standards for recapitalization to align with Delaware law and remove references to the prior merger and domestication.

• Board structure and director election rights for Class B shareholders are maintained.