Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
StemCells, Inc.'s Board Director Dr. Roger Perlmutter has informed the Company
that due to his appointment as executive vice president of Merck & Co and
president of Merck Research Laboratories, as of April 15, 2013, he intends to
step down as a member of the Company's Board of Directors (the "Board") by
December 31, 2013. Dr. Perlmutter indicated in his notice to the Company that
his planned resignation and early departure from the Board was due to his other
professional commitments and not the result of any disagreement with the Company
on any matter related to its operations, policies or practices. Dr. Perlmutter
will continue to serve on the Board until his date of resignation.
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