GERON CORP

Regulatory Filings • Apr 1, 2016

DEFA14A 1 geron_defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

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

SCHEDULE 14A 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 |
| [ ] | Confidential, for Use of
the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| [ ] | Definitive Proxy
Statement |
| [X] | 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): — [X] | 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 17, 2016

GERON CORPORATION

GERON CORPORATION C/O COMPUTERSHARE 8742 LUCENT BLVD., SUITE 225 HIGHLANDS RANCH, CO 80129

| Meeting
Information | |
| --- | --- |
| Meeting Type: | Annual
Meeting |
| For holders as of: | March 21,
2016 |
| Date: May 17, 2016 | Time: 4:00 PM PDT |

Location:
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 2016 Proxy
Statement 2015 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 3,
2016 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. |

The Board of Directors recommends that you
vote FOR the following:
1.	To elect the two
nominees for director named in the accompanying proxy statement, or the
Proxy Statement, to hold office as Class II members of the Board of
Directors until the 2019 annual meeting of stockholders.
	Nominees:
	01)	Hoyoung Huh, M.D., Ph.D.
	02)	Daniel M. Bradbury
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,
2016.
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.
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