Current Report Filing (8-k)
May 11 2017 - 5:22PM
Edgar (US Regulatory)
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
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0-20859
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75-2287752
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification
No.)
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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
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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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 Companys 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 Companys 2020 annual meeting of stockholders was elected based
upon the following votes:
Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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Karin Eastham
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44,724,968
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6,697,362
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73,729,994
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V.
Bryan Lawlis, Ph.D.
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44,262,388
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7,159,942
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73,729,994
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Susan M. Molineaux, Ph.D.
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44,039,917
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7,382,413
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73,729,994
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(b)
Proposal 2.
The non-binding advisory vote on named executive
officer compensation was approved based upon the following votes:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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40,529,615
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10,283,291
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609,424
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73,729,994
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(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
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2 Years
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3 Years
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Abstentions
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Broker Non-Votes
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46,680,474
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668,328
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3,584,454
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489,074
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73,729,994
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In light of the vote of the
stockholders on this proposal and consistent with the Boards 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 Companys independent
registered public accounting firm for the fiscal year ending December 31, 2017
was ratified based upon the following votes:
Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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121,022,761
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3,307,623
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821,940
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0
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1
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.
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GERON CORPORATION
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Date: May 11, 2017
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By:
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/s/ Stephen N. Rosenfield
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Stephen N. Rosenfield
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Executive Vice President, General
Counsel
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and
Corporate Secretary
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2
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