Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
GERN > SEC Filings for GERN > Form 8-K on 24-May-2013All Recent SEC Filings

Show all filings for GERON CORP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for GERON CORP


24-May-2013

Change in Directors or Principal Officers, Submission of Matters to a Vote of Security


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

Departure of Directors and New Appointments to Board Committees

As previously disclosed, Edward V. Fritzky and Thomas D. Kiley, Esq., each a Class II member of the Board of Directors (the "Board") of Geron Corporation (the "Company") and each a member of the Audit Committee of the Board, retired from the Board, effective as of May 22, 2013, the date of the Company's Annual Meeting of Stockholders. In connection with their retirement, the Board appointed director V. Bryan Lawlis, Ph.D., to the Audit Committee of the Board and Hoyoung Huh, M.D., Ph.D., to the Nominating and Corporate Governance Committee of the Board.

May 2013 Amended and Restated Severance Plan

On May 22, 2013, the Compensation Committee of the Board recommended to the Board, and on May 23, 2013, the Board adopted, certain revisions to the Company's Amended and Restated Severance Plan (before the revisions, the " Severance Plan"; after the revisions, the "May 2013 Amended and Restated Severance Plan"). The Compensation Committee of the Board recommended and the Board approved the revisions in response to stockholders' concerns and requests to eliminate the provision in the Severance Plan that permitted a covered employee for any reason "to reject any employment that you are offered" in connection with a "Change of Control" and still receive severance benefits. The revisions set forth in the May 2013 Amended and Restated Severance Plan are solely in Section 14(c) and amend certain definitions and conditions in connection with a "Change of Control Triggering Event". Under the May 2013 Amended and Restated Severance Plan, a covered employee who rejects an offer of employment from the Company or its successor in connection with a "Change of Control" will not be eligible to receive severance benefits under the May 2013 Amended and Restated Severance Plan, except in the case of a "Material Change in Your Terms of Employment." Unlike the Severance Plan, the May 2013 Amended and Restated Severance Plan does not permit a covered employee for any reason "to reject any employment that you are offered" in connection with a "Change of Control" and still receive severance benefits. The terms "Change of Control," "Change of Control Triggering Event" and "Material Change in Your Terms of Employment" are defined in the May 2013 Amended and Restated Severance Plan.

The foregoing description of the May 2013 Amended and Restated Severance Plan is not complete and is qualified in its entirety by reference to the full text of the May 2013 Amended and Restated Severance Plan, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.




Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 22, 2013, the Company held its 2013 Annual Meeting of Stockholders (the "Annual Meeting") at the Hyatt Regency Burlingame, 1333 Bayshore Highway, Burlingame, CA 94010, pursuant to notice duly given. Only stockholders of record as of the close of business on March 25, 2013 were entitled to vote at the Annual Meeting. As of March 25, 2013, the record date for the Annual Meeting, 130,573,260 shares of common stock of the Company were outstanding and entitled to vote at the Annual Meeting, of which 110,891,859 shares of common stock of the Company were represented, in person or by proxy, constituting a quorum. The final results of the stockholder vote on each proposal brought before the Annual Meeting were as follows:

(a) Proposal 1. Each of the two (2) Class II Director nominees to serve for a three-year term expiring at the Company's 2016 Annual Meeting of Stockholders was elected based upon the following votes:

Nominee Votes For Votes Withheld Broker Non-Votes Hoyoung Huh, M.D., Ph.D. 51,304,910 16,488,309 43,098,640 Daniel M. Bradbury 52,276,271 15,516,948 43,098,640

(b) Proposal 2. The non-binding advisory vote on named executive officer compensation was not approved based upon the following votes:

Votes For Votes Against Abstentions Broker Non-Votes 33,654,614 30,714,528 3,424,077 43,098,640

(c) Proposal 3. The selection of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2013 by the Audit Committee of the Board was ratified based upon the following votes:

Votes For Votes Against Abstentions Broker Non-Votes 104,005,870 5,624,701 1,261,288 0



Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 May 2013 Amended and Restated Severance Plan


  Add GERN to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for GERN - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.