UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
___________
FORM 8-K
CURRENT
REPORT
PURSUANT TO SECTION
13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 8, 2017
GERON
CORPORATION
(Exact name of registrant as specified in its
charter)
| Delaware | 0-20859 | 75-2287752 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | Identification No.) |
149 COMMONWEALTH DRIVE,
SUITE 2070
MENLO PARK, CALIFORNIA 94025
(Address of principal executive offices, including
zip code)
(650)
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:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| 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 8, 2017, the Compensation Committee of the Board of Directors (the “Board”) of Geron Corporation (the “Company”) approved: (a) annual base salaries for 2017 and (b) cash performance bonuses for 2016 for the following principal financial officer and named executive officers of the Company:
| Name and Current Position | Salary | Salary | 2017 | 2016 |
| Increase | Increase | Base | Cash | |
| (%) | ($) | Salary | Bonus | |
| Olivia K. Bloom, Executive
Vice President, Finance, Chief Financial
Officer and Treasurer |
5.9% | $22,800 | $410,000 | $179,500 |
| Melissa Kelly Behrs,
Executive Vice President, Business Development
and Portfolio & Alliance Management |
3.5% | $13,100 | $386,500 | $173,100 |
| Andrew J. Grethlein,
Ph.D., Executive Vice President,
Development and Technical Operations |
3.5% | $14,100 | $416,200 | $186,400 |
| Stephen N. Rosenfield,
J.D., Executive Vice President, General Counsel
and Corporate Secretary |
3.5% | $11,640 | $342,640(1) | $153,400 |
(1) Reflects Mr. Rosenfield’s continued employment by the Company at 80% time.
On February 9, 2017, the Board approved the annual base salary for 2017 and cash performance bonus for 2016 for the following principal executive officer:
| Name and Current Position | Salary | Salary | 2017 | 2016 |
| Increase | Increase | Base | Cash | |
| (%) | ($) | Salary | Bonus | |
| John A. Scarlett, M.D., President, Chief Executive Officer and Director | 3.5% | $21,800 | $644,000 | $373,300 |
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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: February 10, 2017 | By: | /s/ Stephen N. Rosenfield | |
| Stephen N. Rosenfield | |||
| Executive Vice President, General | |||
| Counsel and Corporate Secretary | |||
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