GERON CORP — Proxy Solicitation & Information Statement 2012

Apr 3, 2012

DEFA14A 1 geron_defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

SCHEDULE 14A

(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

| Filed by the Registrant
[X] | | | |
| --- | --- | --- | --- |
| Filed by a Party other than
the Registrant [ ] | | | |
| Check the appropriate
box: | | | |
| [ ] | Preliminary Proxy
Statement | [ ] | Soliciting Material Under Rule
14a-12 |
| [ ] | Confidential, For Use of
the Commission Only (as permitted by Rule 14a-6(e)(2)) | | |
| [ ] | Definitive Proxy
Statement | | |
| [X] | Definitive Additional
Materials | | |

| Geron Corporation |
| --- |
| (Name of Registrant as
Specified In Its Charter) |
| (Name
of Person(s) Filing Proxy Statement, if Other Than the
Registrant) |

| Payment of Filing Fee (Check
the appropriate box): — [X] | No fee required. | |
| --- | --- | --- |
| [
] | Fee computed on
table below per Exchange Act Rules 14a-6(i)(4) and
0-11. | |
| | 1) | Title of each class of
securities to which transaction applies: |
| | 2) | Aggregate number of securities to
which transaction applies: |
| | 3) | Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set
forth the amount on which the filing fee is calculated and state how it
was determined): |
| | 4) | Proposed maximum aggregate value
of transaction: |
| | 5) | Total fee paid: |
| [
] | Fee paid previously
with preliminary materials: | |
| [
] | Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its
filing. | |
| | 1) | Amount previously
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| | 3) | Filing Party: |
| | 4) | Date Filed: |

* Exercise Your Right to Vote *Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 17, 2012

GERON CORPORATION

GERON CORPORATION C/O COMPUTERSHARE 350 INDIANA STREET, SUITE 750 GOLDEN, CO 80401

| Meeting
Information | |
| --- | --- |
| Meeting Type: | Annual
Meeting |
| For holders as of: | March 20, 2012 |
| Date: May 17, 2012 | Time: 8:00 AM Pacific Time |
| Location: Meeting live via the Internet - please visit www.virtualshareholdermeeting.com/geron2012. | |
| The
company will be hosting the meeting live via the Internet this year. To
attend the meeting via the Internet please visit
www.virtualshareholdermeeting.com/geron2012 and be sure to have the
information that is printed in the box marked by the arrow è (located on the following
page). | |

You are receiving this communication because you hold shares in Geron Corporation.

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

We encourage you to access and review all of the important information contained in the proxy materials before voting.

Also, please visit the stockholder forum at www.theinvestornetwork.com/forum/gern to learn more about the Company, participate in a stockholder survey and submit questions for the Annual Meeting in advance.

See the reverse side of this notice to obtain proxy materials and voting instructions.

| — Before You Vote — |
| --- |
| How to Access the Proxy Materials |
| Proxy Materials Available to VIEW or
RECEIVE: |
| Letter to
Stockholders Notice and 2012 Proxy
Statement 2011
Annual Report |
| How to View Online: |
| Have the information that is printed in the box
marked by the arrow è (located on the following page) and visit: www.proxyvote.com. |
| How to Request and Receive a PAPER or E-MAIL
Copy: |
| If you would like to receive a paper or e-mail copy of
these documents, you must request one. There is NO charge for requesting a copy.
Please choose one of the following methods to make your request: |
| 1) BY
INTERNET : www.proxyvote.com |
| 2) BY
TELEPHONE : 1-800-579-1639 |
| 3) BY
E-MAIL* : sendmaterial@proxyvote.com |
| * If requesting materials by e-mail,
please send a blank e-mail with the information that is printed in the box
marked by the arrow è (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address
will NOT be forwarded to your investment advisor. Please make the request
as instructed above on or before May 3, 2012 to facilitate timely
delivery. |

— How To Vote — Please Choose One of the Following Voting Methods

| Vote By Internet: |
| --- |
| Before The Meeting: |
| Go to www.proxyvote.com. Have the information
that is printed in the box marked by the arrow è (located on the
following page) available and follow the instructions. |
| During The Meeting: |
| Go to www.virtualshareholdermeeting.com/geron2012. Have
the information that is printed in the box marked by the arrow è (located on the following page)
available and follow the instructions. |
| Vote By Mail: You
can vote by mail by requesting a paper copy of the materials as noted
above, which will include a proxy card. |

The Board of Directors recommends that you vote FOR the following:
1.	Election of the three
(3) Class I Directors to each serve for a three-year term.
	Nominees:
	01	)	Thomas Hofstaetter, Ph.D.
	02	)	John
A. Scarlett, M.D.
	03	)	Robert J. Spiegel M.D., FACP
The Board of Directors recommends that you vote FOR the following
proposals:
2.	To approve an
amendment to the Company's Restated Certificate of Incorporation to increase the
number of authorized shares of the Company's Common Stock from 200,000,000 to 300,000,000
shares.
3.	An advisory vote to
approve named executive officer compensation.
4.	To ratify appointment of Ernst & Young
LLP as the Company's independent registered public accounting firm for the
fiscal year ending December 31, 2012.
5.	As said proxies deem advisable on such other
matters as may come before the meeting and any adjournment(s) or
postponement(s) thereof.
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