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INTREXON CORP FILES (8-K) Disclosing Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

June 13, 2014



Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

As noted in Item 5.07 below, at the 2014 Annual Meeting of Shareholders (the "Annual Meeting") of Intrexon Corporation (the "Company"), upon recommendation of the Board of Directors of the Company, the Company's shareholders approved the Company's Amended and Restated 2013 Omnibus Incentive Plan (as amended and restated, the "Plan"), which provides for the issuance of an additional 3 million shares of the Company's common stock under the Plan.

A description of the material terms of the Plan and of the awards agreements thereunder is set forth on pages 27 through 33 of the definitive Proxy Statement on Schedule 14A for the Annual Meeting that was filed with the Securities and Exchange Commission on April 29, 2014, which description is incorporated by reference herein. The description of the Plan and of the awards agreements thereunder is qualified in its entirety by reference to the full text of the Plan and of the Form of Restricted Stock Agreement, Form of Incentive Stock Option Agreement and Form of Nonqualified Stock Option Agreement which are attached as Exhibits 10.1 through 10.4, respectively, to this Current Report on Form 8-K and which are incorporated by reference herein.

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

On June 9, 2014, the Company held its Annual Meeting. At this meeting, the Company's shareholders (i) elected each of the persons listed below as a director for a one-year term, (ii) ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered accounting firm for the fiscal year ending December 31, 20142014, and (iii) approved the Plan.

Proposal 1 - Election of Directors

For Against Abstain Broker Non-Votes Randal J. Kirk 79,191,622 48,344 11,245 11,719,839 Cesar L. Alvarez 78,466,874 768,515 15,822 11,719,839 Steven Frank 79,222,640 13,150 15,421 11,719,839 Larry D. Horner 79,217,359 18,131 15,721 11,719,839 Jeffrey B. Kindler 79,222,593 14,247 14,371 11,719,839 Dean J. Mitchell 79,221,928 13,362 15,921 11,719,839 Robert B. Shapiro 79,217,432 18,557 15,222 11,719,839 James S. Turley 79,201,662 34,285 15,264 11,719,839



Proposal 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014.

For Against Abstain Broker Non-Votes 90,544,738 65,335 360,977 - Proposal 3 - Approval of the Amended and Restated 2013 Omnibus Incentive Plan, which provides for the issuance of an additional 3 million shares under the Plan. For Against Abstain Broker Non-Votes 78,142,493 1,071,323 37,395 11,719,839 2



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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.



See the Exhibit Index immediately following the signature page hereto, which is incorporated herein by reference.

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Source: Edgar Glimpses


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