GERON CORP

Regulatory Filings • May 22, 2015

8-K 1 geron_8k.htm CURRENT REPORT

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 18, 2015

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:

| ☐ | Written communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425) |
| --- | --- |
| ☐ | Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 18, 2015, Geron Corporation (the “Company”) held its 2015 Annual Meeting of Stockholders (the “Annual Meeting”) at the Westin San Francisco Airport, One Old Bayshore Highway, Millbrae, CA 94030, and via conference call, pursuant to notice duly given. Only stockholders of record as of the close of business on March 23, 2015 were entitled to vote at the Annual Meeting. As of March 23, 2015, the record date for the Annual Meeting, 157,845,799 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting, of which 123,541,278 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 two (2) named nominees to hold office as Class I members of the Board of Directors to serve for a three-year term expiring at the Company’s 2018 Annual Meeting of Stockholders was elected based upon the following votes:

| Nominee | Votes
For | Votes
Withheld | Broker
Non-Votes |
| --- | --- | --- | --- |
| John
A. Scarlett, M.D. | 51,492,805 | 1,383,090 | 70,665,383 |
| Robert J. Spiegel, FACP, M.D. | 51,768,134 | 1,107,761 | 70,665,383 |

(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 |
| --- | --- | --- | --- |
| 48,276,988 | 3,838,683 | 760,224 | 70,665,383 |

(c) Proposal 3 . The selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2015 was ratified based upon the following votes:

| Votes
For | Votes
Against | Abstentions | Broker
Non-Votes |
| --- | --- | --- | --- |
| 120,372,828 | 2,375,885 | 792,565 | 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.

| /s/ Stephen N.
Rosenfield |
| --- |
| Stephen N. Rosenfield |
| Executive Vice President,
General |
| Counsel and Corporate
Secretary |

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