UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 31, 2023, Geron Corporation (the “Company”) held its 2023 Annual Meeting of Stockholders in a virtual meeting format, pursuant to notice duly given (the “2023 Annual Meeting”).
2018 Equity Incentive Plan Amendments
At the 2023 Annual Meeting, the Company’s stockholders approved amendments to the Company’s 2018 Equity Incentive Plan (the “2018 Plan”) to, among other items (i) increase the shares issuable thereunder by 43,360,000 shares of the Company’s common stock, (ii) modify the fungible plan design, and (iii) establish 171,000,000 shares as the maximum number of shares that may be subject to awards granted in the form of “incentive stock options” as defined in Section 422 of the Code.
A more detailed summary of the material features of the 2018 Plan, as amended, including the terms of stock option grants thereunder, is set forth in the Company’s definitive proxy statement for the 2023 Annual Meeting filed with the United States Securities and Exchange Commission on April 12, 2023 (the “2023 Proxy Statement”). That summary and the foregoing description are qualified in their entirety by reference to the text of the 2018 Plan, as amended, a copy of which is incorporated herein by reference as Exhibit 10.1 hereto.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the 2023 Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s common stock from 675,000,000 to 1,350,000,000 shares. The increase in the authorized number of shares of the Company’s common stock was effected pursuant to a Certificate of Amendment of the Restated Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on May 31, 2023 and was effective as of such date. The foregoing description of the Amendment is qualified in its entirety by the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Only stockholders of record as of the close of business on April 6, 2023, the record date for the 2023 Annual Meeting, were entitled to vote at the 2023 Annual Meeting. As of April 6, 2023, 508,731,846 shares of common stock of the Company were outstanding and entitled to vote at the 2023 Annual Meeting, of which 393,348,404 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 2023 Annual Meeting are as follows:
Name of Director Nominee |
Votes In Favor |
Votes Withheld |
Broker Non-Votes |
V. Bryan Lawlis |
287,975,430 |
25,027,797 |
80,345,177 |
Susan M. Molineaux |
245,618,904 |
67,384,323 |
80,345,177 |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
289,421,270 |
23,154,706 |
427,251 |
80,345,177 |
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Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
281,362,072 |
30,179,338 |
1,461,817 |
80,345,177 |
Every One Year |
Every Two Years |
Every Three Years |
Abstentions |
301,573,387 |
1,471,320 |
5,369,217 |
4,589,303 |
In light of the vote of the stockholders on this proposal and consistent with the Board’s recommendation, the Company will continue to include a non-binding stockholder advisory vote to approve the compensation of its named executive officers in its proxy materials every year. The Company will hold such annual advisory votes until the next required vote on the frequency of stockholder votes on named executive officer compensation. The Company is required to hold votes on the frequency of holding future non-binding advisory votes on executive compensation every six calendar years.
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
288,241,915 |
22,529,801 |
2,231,511 |
80,345,177 |
Votes For |
Votes Against |
Abstentions |
Broker Non-Votes |
388,960,314 |
3,261,710 |
1,126,380 |
N/A |
Item 8.01 Other Events.
Lead Independent Director Appointment
Effective May 31, 2023, Elizabeth G. O'Farrell became our Lead Independent Director. As previously disclosed, effective May 31, 2023, Karin Eastham, a Class III member of the Board, former Lead Independent Director, and a member of the Audit Committee and Compensation Committee of the Board, retired after 14 years of service to the Company.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description |
Certificate of Amendment of the Restated Certificate of Incorporation |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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SIGNATURE
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.
GERON CORPORATION
Date: |
June 2, 2023 |
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By: |
/s/ Stephen Rosenfield |
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Name: |
Stephen Rosenfield |
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Title: |
Executive Vice President, |
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Chief Legal Officer and |
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Corporate Secretary |
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