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 meeting will be held virtually to enhance accessibility and reduce environmental impact.

• Shareholders of record as of June 24, 2024, are eligible to vote; Class A shares have one vote each, Class B shares have ten votes each, and Class C shares have no voting rights.

• Proxy materials are available online, and voting can be done via internet, phone, or mail.

Voting matters and shareholder proposals

• Proposal 1: Approve a reverse stock split (1:20 to 1:40) for Class A and B shares to help regain NYSE compliance and reduce outstanding shares.

• Proposal 2: Amend charter to permit officer exculpation, aligning with recent Delaware law changes.

• Proposal 3: Update charter to remove outdated provisions related to the Soaring Eagle merger and domestication, and modernize administrative language.

• Board recommends voting FOR all three proposals.

Board of directors and corporate governance

• Board retains discretion to implement or abandon proposals up to one year after approval.

• Board structure allows Class B shareholders to elect one-quarter of directors if they hold at least 2% of common stock.

• Board committees include audit, nominating and governance, and compensation; at least one Class B director must serve on most committees.