GERON CORP

Regulatory Filings • Apr 3, 2015

DEFA14A 1 geron_defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

| ☐ | Preliminary Proxy
Statement |
| --- | --- |
| ☐ | Confidential, for
Use of the Commission Only (as permitted by Rule
14a-6(e)(2)) |
| ☐ | Definitive Proxy
Statement |
| ☒ | Definitive Additional
Materials |
| ☐ | Soliciting Material
Pursuant to §240.14a-12 |

| 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)

☒	No fee required.
☐	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) 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 Paid:
	(2)	Form, Schedule or Registration Statement No.:
	(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 18, 2015

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

| Meeting
Information | |
| --- | --- |
| Meeting
Type: Annual
Meeting | |
| For holders as of: March 23,
2015 | |
| Date: May 18,
2015 Time: 3:00 PM PDT | |
| Location: | Westin San Francisco Airport |
| | One Old Bayshore
Highway |
| | Millbrae, California
94030 |

| You are receiving this
communication because you hold shares in the company named
above. |
| --- |
| 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. |

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 2015 Proxy
Statement 2014
Annual Report | |
| How to View
Online: | |
| Have
the information that is printed in the box marked by the
arrow → XXXX XXXX XXXX XXXX (located on the following page) and
visit: www.proxyvote.com . | |
| How to Request and Receive a
PAPER or E-MAIL Copy: | |
| If
you want 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 → XXXX XXXX XXXX XXXX (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 4, 2015 to facilitate timely
delivery. | |

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

| Vote In Person: Many
stockholder meetings have attendance requirements including, but not
limited to, the possession of an attendance ticket issued by the entity
holding the meeting. Please check the meeting materials for any special
requirements for meeting attendance. At the meeting, you will need to
request a ballot to vote these shares. |
| --- |
| Vote By Internet: To vote now by Internet, go
to www.proxyvote.com. Have the information that
is printed in the box marked by the arrow → XXXX XXXX XXXX XXXX (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 proxy
materials as noted above, which will include a proxy
card. |

Voting Items

| The Board of
Directors recommends you vote FOR the
following: | |
| --- | --- |
| 1. | To elect the two nominees for director named
below to hold office as Class I members of the Board of Directors until
the 2018 annual meeting of stockholders. |

Nominees:
01)	John A. Scarlett, M.D.
02)	Robert J. Spiegel, M.D.,
FACP

The Board of Directors recommends you vote FOR proposals 2 and 3.

| 2. | To approve, on an advisory basis, the
compensation of the Company's named executive officers, as disclosed in
the accompanying Proxy Statement. |
| --- | --- |
| 3. | To ratify the selection of Ernst & Young
LLP as the Company's independent registered public accounting firm for the
fiscal year ending December 31, 2015. |

NOTE: In their discretion, the proxies are authorized to vote on such other matters as may come before the meeting and any adjournment(s) or postponement(s) thereof.