GERON CORPORATION (NASDAQ:GERN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02
On December 26, 2018, Hoyoung Huh, M.D., Ph.D., the Chairman of the Board of Directors (the “Board”) of Geron Corporation (the “Company”) notified the Board in writing of his decision to resign from the Board and the Nominating and Corporate Governance Committee of the Board, effective December 26, 2018. Dr. Huh’s resignation was not due to any disagreement with the Company, the Board or the management of the Company on any matter relating to the Company’s future prospects, operations, policies or practices. Dr. Huh was a Class II member of the Board and has served as Chairman of the Board since September 2011, and as a member of the Board since May 2010.
On December 27, 2018, based on recommendations from the Nominating and Corporate Governance Committee of the Board, the Board took the following actions in connection with Dr. Huh’s departure from the Board:
| ● | The Board appointed John A. Scarlett, M.D., the Company’s President and Chief Executive Officer and a Class I member of the Board, as Chairman of the Board, effective December 27, 2018. As an employee director of the Board, Dr. Scarlett does not receive any compensation for his Board service. |
| ● | In accordance with the Company’s Corporate Governance Guidelines, with the appointment of Dr. Scarlett as Chairman, the Board appointed Karin Eastham (a current “independent director” as determined by the Board under NASDAQ listing standards) as Lead Independent Director, effective December 27, 2018, to provide active leadership on behalf of the other independent directors on the Board. Ms. Eastham will continue her roles on other Board committees, including Chairperson of the Audit Committee and a member of the Compensation Committee. Ms. Eastham has served on the Board as a Class III director since March 2009. |
About GERON CORPORATION (NASDAQ:GERN)
Geron Corporation (Geron) is a biopharmaceutical company, which supports the clinical stage development of a telomerase inhibitor, Imetelstat, in hematologic myeloid malignancies by Janssen Biotech, Inc. (Janssen). The Company operates through the segment, which includes discovery and development of therapeutic products for oncology. Imetelstat is a lipid conjugated 13-mer oligonucleotide that is designed to be complementary to and bind with high affinity to the ribonucleic acid (RNA) template of telomerase, thereby directly inhibiting telomerase activity. Imetelstat exhibits relatively preferential inhibition of the clonal proliferation of malignant progenitor cells in nonclinical studies. Janssen is engaged in the development of Imetelstat with over two clinical trials, such as a Phase II trial in myelofibrosis (MF), referred to as IMbark, and a Phase II/III trial in myelodysplastic syndromes (MDS) referred to as IMerge.