GERN Geron Corp

On May 11, 2021, Geron Corporation (the “Company”) held its 2021 Annual Meeting of Stockholders in a virtual meeting format, pursuant to notice duly given (the “2021 Annual Meeting”). At the 2021 Annual Meeting, the Company’s stockholders also approved an amendment to the Geron Corporation 2018 Equity Incentive Plan (the “2018 Plan”) to, among other items, increase the shares issuable thereunder by 12,500,000 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 2, 2021, subject to stockholder approval, and became effective when approved by the Company’s stockholders on May 11, 2021.

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 2011 Equity Incentive Plan (the “2011 Plan”) as of the effective date of the 2018 Plan; (ii) certain shares subject to outstanding awards granted under the 2011 Plan and the 1992 Stock Option Plan, the 1996 Directors’ Stock Option Plan and the Amended and Restated 2002 Equity Incentive Plan (collectively, the “Prior Plans”) that may become available for grant under the 2018 Plan as such shares become available from time to time; and as of May 11, 2021 (iii) 5,700,000 shares approved by stockholders at the 2020 Annual Meeting of Stockholders; and (iv) 12,500,000 shares approved by stockholders at the 2021 Annual Meeting. “Returning Shares” means shares subject to outstanding stock awards granted under the Prior Plans that, from and after the effective date, (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 100% 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.