Docoh
Loading...

GERN Geron

Filed: 5 Feb 21, 4:45pm

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 1, 2021

GERON CORPORATION
(Exact name of registrant as specified in its charter)

Delaware     0-20859     75-2287752
(State or other jurisdiction of incorporation)(Commission File Number)(IRS Employer Identification No.)

919 E. HILLSDALE BOULEVARD, SUITE 250
FOSTER CITY, CALIFORNIA 94404
(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par valueGERNThe Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


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

Compensatory Arrangements of Certain Officers

On February 1, 2021, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Geron Corporation (the “Company”) approved: (a) annual base salaries for 2021, and (b) cash performance bonuses for 2020 under the Geron annual performance-based bonus program for the Company’s Chief Financial Officer, and the other named executive officers of the Company for whom compensation disclosure was required in the Company’s 2020 proxy statement filed with the Securities and Exchange Commission (the “SEC”):

SalarySalary2021 Base2020
IncreaseIncreaseSalaryCash Bonus
Name and Current Position(%)($)($)($)
Olivia K. Bloom, Executive Vice President, Finance, Chief Financial Officer and Treasurer3%$14,283$490,383$269,950
Melissa Kelly Behrs, Executive Vice President, Chief Business Officer3%$13,196$453,071$243,470
Andrew J. Grethlein, Ph.D., Executive Vice President, Chief Operating Officer3%$14,283$490,383$269,950
Aleksandra Rizo, M.D., Ph.D., Executive Vice President, Chief Medical Officer3%$14,749$506,374$278,750

On February 2, 2021, the Board, upon the recommendation of the Compensation Committee, approved the annual base salary for 2021 and cash performance bonus for 2020 for the Company’s Chief Executive Officer:

SalarySalary2021 Base2020
IncreaseIncreaseSalary

Cash Bonus

Name and Current Position(%)($)($)($)
John A. Scarlett, M.D., President, Chief Executive Officer and Chairman of the Board3%$21,425$735,575$599,890

Amendment to 2018 Inducement Award Plan

On February 1, 2021, the Compensation Committee approved an amendment, to become effective on February 12, 2021, to increase the reserve of shares of the Company’s common stock under the 2018 Inducement Award Plan from 9,300,000 to 10,100,000 shares of common stock (subject to customary adjustments in the event of a change in capital structure of the Company) to be used exclusively for grants of inducement awards to individuals who were not previously employees or directors of the Company, other than following a bona fide period of non-employment, as a material inducement within the meaning of Rule 5635(c)(4) of the Nasdaq Listing Rules to each such individual’s entry into employment with the Company. The terms and conditions of the 2018 Inducement Award Plan and the inducement awards to be granted thereunder are substantially similar to the Company’s stockholder-approved 2018 Equity Incentive Plan.

The foregoing description of the 2018 Inducement Award Plan, as amended, is not complete and is subject to, and qualified in its entirety by reference to, the complete text of the 2018 Inducement Award Plan, as amended, which will be filed with the SEC as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020.

1


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.

GERON CORPORATION
 
Date: February 5, 2021By:/s/ Stephen N. Rosenfield
Stephen N. Rosenfield
Executive Vice President, Chief Legal Officer
and Corporate Secretary

2