GERON CORP

Regulatory Filings • Feb 10, 2017

8-K 1 geron3126136-8k.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): February 8, 2017

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Compensatory Arrangements of Certain Officers

On February 8, 2017, the Compensation Committee of the Board of Directors (the “Board”) of Geron Corporation (the “Company”) approved: (a) annual base salaries for 2017 and (b) cash performance bonuses for 2016 for the following principal financial officer and named executive officers of the Company:

| Name
and Current Position | Salary | Salary | 2017 | 2016 |
| --- | --- | --- | --- | --- |
| | Increase | Increase | Base | Cash |
| | (%) | ($) | Salary | Bonus |
| Olivia K. Bloom, Executive
Vice President, Finance, Chief Financial
Officer and
Treasurer | 5.9% | $22,800 | $410,000 | $179,500 |
| Melissa Kelly Behrs,
Executive Vice President, Business Development
and Portfolio & Alliance
Management | 3.5% | $13,100 | $386,500 | $173,100 |
| Andrew J. Grethlein,
Ph.D., Executive Vice President,
Development and Technical
Operations | 3.5% | $14,100 | $416,200 | $186,400 |
| Stephen N. Rosenfield,
J.D., Executive Vice President, General Counsel
and Corporate
Secretary | 3.5% | $11,640 | $342,640 (1) | $153,400 |

---

(1) Reflects Mr. Rosenfield’s continued employment by the Company at 80% time.

On February 9, 2017, the Board approved the annual base salary for 2017 and cash performance bonus for 2016 for the following principal executive officer:

| Name
and Current Position | Salary | Salary | 2017 | 2016 |
| --- | --- | --- | --- | --- |
| | Increase | Increase | Base | Cash |
| | (%) | ($) | Salary | Bonus |
| John A. Scarlett, M.D.,
President, Chief Executive Officer and Director | 3.5% | $21,800 | $644,000 | $373,300 |

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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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