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)

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:

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

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. ☐

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:

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:

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

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.

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:

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.

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:

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

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:

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.