UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Amendment to 2018 Equity Incentive Plan
As further described below, at the 2026 Annual Meeting of Stockholders of Geron Corporation (the “Company”) held on May 20, 2026 (the “2026 Annual Meeting”), the Company’s stockholders approved an amendment and restatement of the Company’s 2018 Equity Incentive Plan to, among other items, increase the number of shares of the Company’s common stock issuable thereunder by 4,500,000 shares (as so amended and restated, the “Amended 2018 Plan”), which had previously been adopted by the Company’s board of directors (the “Board”), subject to stockholder approval. A description of the terms and conditions of the Amended 2018 Plan is set forth on pages 35 to 49 in the Company’s definitive proxy statement for the 2026 Annual Meeting filed with the Securities and Exchange Commission (the “SEC”) on April 7, 2026 (the “2026 Proxy Statement”) and is incorporated herein by reference. Such description does not purport to be complete and is qualified in its entirety by the full text of the Amended 2018 Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s 2026 Annual Meeting was held on May 20, 2026 in a virtual meeting format, pursuant to notice duly given. Only stockholders of record as of the close of business on March 26, 2026, the record date for the 2026 Annual Meeting, were entitled to vote at the 2026 Annual Meeting. The final results of the stockholder vote on each proposal brought before the 2026 Annual Meeting are as follows:
| 1. | Proposal 1. The Company’s stockholders elected each of the three (3) nominees to hold office as Class III directors to serve for a three-year term expiring at the Company’s 2029 annual meeting of stockholders and until her successor is duly elected and qualified or until her earlier resignation or removal. The election of such Class III directors was based upon the following votes: |
| Name of Director Nominee |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Susan M. Molineaux |
355,206,267 | 37,996,712 | 104,595,534 | |||||||||
| Patricia S. Andrews |
387,194,039 | 6,008,940 | 104,595,534 | |||||||||
| Constantine Chinoporos |
387,061,554 | 6,141,425 | 104,595,534 | |||||||||
| 2. | Proposal 2. The Company’s stockholders approved the amendment to the Company’s 2018 Equity Incentive Plan to, among other items, increase the number of shares of the Company’s common stock issuable thereunder by 4,500,000 shares, based upon the following votes: |
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 370,294,696 | 21,853,005 | 1,055,278 | 104,595,534 |
| 3. | Proposal 3. The Company’s stockholders approved the non-binding, advisory vote to approve the compensation paid to the Company’s named executive officers as disclosed in the 2026 Proxy Statement, based upon the following votes: |
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 372,129,132 | 19,673,460 | 1,400,387 | 104,595,534 |
| 4. | Proposal 4. The Company’s stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, based upon the following votes: |
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 486,459,028 | 9,474,870 | 1,864,615 | N/A |
Item 9.01 Financial Statements and Exhibits.
(4) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Geron Corporation 2018 Equity Incentive Plan, as amended | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) | |
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.
| GERON CORPORATION | ||||||
| Date: May 27, 2026 | By: | /s/ Timothy Williams | ||||
| Name: | Timothy Williams | |||||
| Title: | Executive Vice President, | |||||
| Chief Legal Officer and Corporate Secretary | ||||||
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