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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/05/21 Geron Corp. 8-K:5 2/01/21 10:199K DG3/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 32K 6: R1 Cover HTML 47K 8: XML IDEA XML File -- Filing Summary XML 11K 5: XML XBRL Instance -- geron3867381-8k_htm XML 15K 7: EXCEL IDEA Workbook of Financial Reports XLSX 6K 4: EX-101.LAB XBRL Labels -- gern-20210201_lab XML 96K 3: EX-101.PRE XBRL Presentations -- gern-20210201_pre XML 64K 2: EX-101.SCH XBRL Schema -- gern-20210201 XSD 12K 9: JSON XBRL Instance as JSON Data -- MetaLinks 25± 33K 10: ZIP XBRL Zipped Folder -- 0001206774-21-000305-xbrl Zip 12K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): i February 1, 2021
i GERON CORPORATION
(Exact name of registrant as specified in its charter)
| i Delaware | i 0-20859 | i 75-2287752 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
i 919 E. HILLSDALE BOULEVARD, i SUITE
250
i FOSTER CITY, CALIFORNIA i 94404
(Address
of principal executive offices, including zip code)
( i 650) i 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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| i Common Stock, $0.001 par value | i GERN | i The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Compensatory Arrangements of Certain Officers
On February 1, 2021, the Compensation Committee (the “Compensation Committee”) of the Board of Directors (the “Board”) of Geron Corporation (the “Company”) approved: (a) annual base salaries for 2021, and (b) cash performance bonuses for 2020 under the Geron annual performance-based bonus program for the Company’s Chief Financial Officer, and the other named executive officers of the Company for whom compensation disclosure was required in the Company’s 2020 proxy statement filed with the Securities and Exchange Commission (the “SEC”):
| Salary | Salary | 2021 Base | 2020 | |
| Increase | Increase | Salary | Cash Bonus | |
| Name and Current Position | (%) | ($) | ($) | ($) |
| Olivia K. Bloom, Executive Vice President, Finance, Chief Financial Officer and Treasurer | 3% | $14,283 | $490,383 | $269,950 |
| Melissa Kelly Behrs, Executive Vice President, Chief Business Officer | 3% | $13,196 | $453,071 | $243,470 |
| Andrew J. Grethlein, Ph.D., Executive Vice President, Chief Operating Officer | 3% | $14,283 | $490,383 | $269,950 |
| Aleksandra Rizo, M.D., Ph.D., Executive Vice President, Chief Medical Officer | 3% | $14,749 | $506,374 | $278,750 |
On February 2, 2021, the Board, upon the recommendation of the Compensation Committee, approved the annual base salary for 2021 and cash performance bonus for 2020 for the Company’s Chief Executive Officer:
| Salary | Salary | 2021 Base | 2020 | |
| Increase | Increase | Salary |
Cash Bonus | |
| Name and Current Position | (%) | ($) | ($) | ($) |
| John A. Scarlett, M.D., President, Chief Executive Officer and Chairman of the Board | 3% | $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, 2021 | By:/s/ Stephen N. Rosenfield |
| Stephen N. Rosenfield | |
| Executive Vice President, Chief Legal Officer | |
| and Corporate Secretary | |
2
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 2/12/21 | ||||
| Filed on: | 2/5/21 | |||
| 2/2/21 | 4 | |||
| For Period end: | 2/1/21 | |||
| 12/31/20 | 10-K, 4 | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/16/21 Geron Corp. S-8 8/16/21 3:83K DG3/FA |