8-K
filed June 2, 2023, 7:59 PM ET
ticker GERN
CIK 0000886744
other material
confidence high
sentiment neutral
materiality 0.55
Geron stockholders OK doubling authorized shares to 1.35B and 43.36M share plan increase
GERON CORP
- Authorized common stock increased from 675M to 1.35B shares via Certificate of Amendment filed May 31, 2023.
- Stockholders approved 2018 Plan amendment to add 43.36M shares and modify fungible design; ISO cap set at 171M shares.
- Elizabeth O'Farrell appointed Lead Independent Director effective May 31, 2023, succeeding Karin Eastham who retired.
- All six proposals passed including ratification of Ernst & Young as auditor and advisory votes on compensation.
Key facts
Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
GERON CORP: Amendment to Restated Certificate of Incorporation to increase authorized common stock from 675,000,000 to 1,350,000,000 shares (effective 2023-05-31).
- Change
- charter amendment
- Effective
- 2023-05-31
Exact text from the filing
At the 2023 Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s common stock from 675,000,000 to 1,350,000,000 shares. The increase in the authorized number of shares of the Company’s common stock was effected pursuant to a Certificate of Amendment of the Restated Certificate of Incorporation (the “Certificate of Amendment”) filed with the Secretary of State of the State of Delaware on May 31, 2023 and was effective as of such date.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
GERON CORP shareholders approved Election of Class III directors to serve for a three-year term expiring at the Company's 2026 annual meeting. at the 2023-06-02 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-06-02
Exact text from the filing
Each of the two (2) nominees to hold office as Class III members of the Board of Directors to serve for a three-year term expiring at the Company’s 2026 annual meeting of stockholders were elected based upon the following votes: Name of Director Nominee Votes In Favor Votes Withheld Broker Non-Votes V. Bryan Lawlis 287,975,430 25,027,797 80,345,177 Susan M. Molineaux 245,618,904 67,384,323 80,345,177
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
GERON CORP shareholders approved Amendments to the 2018 Equity Incentive Plan to increase the total number of shares of Common Stock issuable thereunder by 43,360,000 shares and modify the fungible plan design. at the 2023-06-02 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-06-02
Exact text from the filing
The amendments to our 2018 Equity Incentive Plan to, among other items, increase the total number of shares of Common Stock issuable thereunder by 43,360,000 shares and modify the fungible plan design were approved based upon the following votes: Votes For Votes Against Abstentions Broker Non-Votes 281,362,072 30,179,338 1,461,817 80,345,177
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
GERON CORP shareholders approved Amendment to the Company’s Restated Certificate of Incorporation to increase the total number of authorized shares of Common Stock from 675,000,000 to 1,350,000,000 shares. at the 2023-06-02 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-06-02
Exact text from the filing
The amendment to the Company’s Restated Certificate of Incorporation to increase the total number of authorized shares of our Common Stock from 675,000,000 to 1,350,000,000 shares hereby was approved based upon the following votes: Votes For Votes Against Abstentions Broker Non-Votes 289,421,270 23,154,706 427,251 80,345,177
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
GERON CORP shareholders approved Non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the 2023 Proxy Statement. at the 2023-06-02 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-06-02
Exact text from the filing
The non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the 2023 Proxy Statement was approved based upon the following votes: Votes For Votes Against Abstentions Broker Non-Votes 288,241,915 22,529,801 2,231,511 80,345,177
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
GERON CORP shareholders approved Ratification of the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. at the 2023-06-02 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-06-02
Exact text from the filing
The selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified based upon the following votes: Votes For Votes Against Abstentions Broker Non-Votes 388,960,314 3,261,710 1,126,380 N/A
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 1.0
GERON CORP shareholders approved Non-binding advisory vote on the preferred frequency of holding future advisory votes on executive compensation. at the 2023-06-02 meeting.
- Proposal
- say on pay frequency
- Outcome
- passed
- Meeting
- 2023-06-02
Exact text from the filing
The non-binding advisory vote on the preferred frequency of holding future advisory votes on executive compensation selected Every One Year based upon the following votes: Every One Year Every Two Years Every Three Years Abstentions 301,573,387 1,471,320 5,369,217 4,589,303
View on SEC.gov
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