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): May 9, 2017
GERON
CORPORATION
(Exact name of registrant as specified in its
charter)
| Delaware | 0-20859 | 75-2287752 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification No.) |
149 COMMONWEALTH DRIVE,
SUITE 2070
MENLO PARK, CALIFORNIA 94025
(Address of principal executive offices, including
zip code)
(650)
473-7700
(Registrant's
telephone number, including area code)
N/A
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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).
Emerging growth company o
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. o
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 9, 2017, Geron Corporation (the “Company”) held its 2017 Annual Meeting of Stockholders (the “Annual Meeting”) at the Company’s offices located at 149 Commonwealth Drive, Menlo Park, CA 94025, and via conference call, pursuant to notice duly given. Only stockholders of record as of the close of business on March 13, 2017 (the “Record Date”) were entitled to vote at the Annual Meeting. As of the Record Date for the Annual Meeting, 159,158,636 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting, of which 125,152,324 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 Annual Meeting were as follows:
(a) Proposal 1. Each of the three (3) named nominees to hold office as Class III members of the Board of Directors (the “Board”) to serve for a three-year term expiring at the Company’s 2020 annual meeting of stockholders was elected based upon the following votes:
| Nominee | Votes For | Votes Withheld | Broker Non-Votes | |||
| Karin Eastham | 44,724,968 | 6,697,362 | 73,729,994 | |||
| V. Bryan Lawlis, Ph.D. | 44,262,388 | 7,159,942 | 73,729,994 | |||
| Susan M. Molineaux, Ph.D. | 44,039,917 | 7,382,413 | 73,729,994 |
(b) Proposal 2. The non-binding advisory vote on named executive officer compensation was approved based upon the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 40,529,615 | 10,283,291 | 609,424 | 73,729,994 |
(c) Proposal 3. The non-binding advisory vote on the frequency of holding future non-binding advisory votes on executive compensation received the following votes:
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | ||||
| 46,680,474 | 668,328 | 3,584,454 | 489,074 | 73,729,994 |
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.
(d) Proposal 4. The selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017 was ratified based upon the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 121,022,761 | 3,307,623 | 821,940 | 0 |
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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: May 11, 2017 | By: | /s/ Stephen N. Rosenfield |
| Stephen N. Rosenfield | ||
| Executive Vice President, General Counsel | ||
| and Corporate Secretary | ||
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