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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

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 June 5, 2020, Geron Corporation (the “Company”) held its 2020 Annual Meeting of Stockholders in a virtual meeting format, to notice duly given (the “2020 Annual Meeting”). At the 2020 Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) to increase the shares issuable thereunder by 5,700,000 shares of the Company’s common stock. The amendment to 2018 Plan was adopted by the Board of Directors of the Company (the “Board”) on February 12, 2020, subject to stockholder approval, and became effective on June 5, 2020.

The 2018 Plan was initially adopted by the Board in March 2018 and approved by the stockholders in May 2018. The terms of the 2018 Plan provide for the grant of incentive stock options, nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock unit awards, other stock awards, and performance awards that may be settled in cash, stock, or other property. Upon adoption, the 2018 Plan had an initial share reserve of 10,000,000 shares of common stock. The aggregate number of shares of the Company’s common stock issuable under the 2018 Plan also included, as of the effective date of the 2018 Plan: (i) 2,895,419 unallocated shares that were remaining available for the grant of awards under the Company’s 2011 Equity Incentive Plan (the “2011 Plan”) as of the effective date of the 2018 Plan; and (ii) certain Returning Shares granted under 2011 Plan, the Company’s 1992 Stock Option Plan, the Company’s 1996 Directors’ Stock Option Plan and the Company’s Amended and Restated 2002 Equity Incentive Plan (collectively, the “Prior Plans”) that may become available for grant under the 2018 Plan from time to time; and as of June 5, 2020 (iii) 5,700,000 additional shares approved by stockholders at the 2020 Annual Meeting. “Returning Shares” means shares subject to outstanding stock awards granted under the Prior Plans that, from and after the effective date of the 2018 Plan, (i) expire or terminate for any reason prior to exercise or settlement, (ii) are forfeited, cancelled or otherwise returned to the Company because of the failure to meet a contingency or condition required for the vesting of such shares, or (iii) other than with respect to outstanding stock options and stock appreciation rights granted under the Prior Plans with an exercise or strike price of at least 50% of the fair market value of the underlying Company common stock on the date of grant, are reacquired or withheld (or not issued) by the Company to satisfy a tax withholding obligation in connection with a stock award. Eligible participants under the 2018 Plan include the Company’s employees, consultants and directors, including the Company’s executive officers.

A more detailed summary of the material features of the 2018 Plan, including the terms of stock option grants thereunder, is set forth in the Company’s definitive proxy statement for the 2020 Annual Meeting filed with the Securities and Exchange Commission on April 14, 2020 (the “Proxy Statement”). That summary and the foregoing description are qualified in their entirety by reference to the text of the 2018 Plan, a copy of which is incorporated by reference as Exhibit 10.1 hereto.

Only stockholders of record as of the close of business on April 9, 2020, the record date for the 2020 Annual Meeting, were entitled to vote at the 2020 Annual Meeting. As of April 9, 2020, 200,361,848 shares of common stock of the Company were outstanding and entitled to vote at the 2020 Annual Meeting, of which 140,578,647 shares of common stock of the Company were represented, in person or by proxy, constituting a quorum. The final results of the stockholder vote on each proposal brought before the 2020 Annual Meeting are as follows:

(a) Proposal 1. Each of the three (3) nominees to hold office as Class III members of the Board of Directors to serve for a three-year term expiring at the Company’s 2023 annual meeting of stockholders was elected based upon the following votes:

(d) Exhibits.

10.1 2018 Equity Incentive Plan, as amended

EX-10.1 2 geron3770301-ex101.htm 2018 EQUITY INCENTIVE PLAN,…
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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.

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