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): January 30, 2018
GERON CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 0-20859 | 75-2287752 |
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer |
| 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)) |
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).
Emerging growth company ☐
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 January 30, 2018, the Compensation Committee of the Board of Directors (the “Board”) of Geron Corporation (the “Company”) approved: (a) annual base salaries for 2018 and (b) cash performance bonuses for 2017 for the following principal financial officer and named executive officers of the Company:
| Salary | Salary | 2018 | ||
| Increase | Increase | Base | 2017 | |
| Name and Current Position | (%) | ($) | Salary | Cash Bonus |
| Olivia K. Bloom, Executive Vice President, Finance, Chief Financial Officer and Treasurer | 8.5% | $35,000 | $445,000 | $201,100 |
| Melissa Kelly Behrs, Executive Vice President, Business Development and Portfolio & Alliance Management | 3.5% | $13,500 | $400,000 | $189,600 |
| Andrew J. Grethlein, Ph.D., Executive Vice President, Development and Technical Operations | 3.3% | $13,800 | $430,000 | $204,100 |
| Stephen N. Rosenfield, J.D., Executive Vice President, General Counsel and Corporate Secretary | 3.9% | $13,360 | $356,000(1) | $165,800 |
(1) Reflects Mr. Rosenfield’s continued employment by the Company at 80% time.
On January 31, 2018, the Board approved the annual base salary for 2018 and cash performance bonus for 2017 for the following principal executive officer:
| Salary | Salary | 2018 | ||
| Increase | Increase | Base | 2017 | |
| Name and Current Position | (%) | ($) | Salary | Cash Bonus |
| John A. Scarlett, M.D., President, Chief Executive Officer and Director | 3.6% | $23,000 | $667,000 | $386,400 |
In addition, the Board approved, and effective January 31, 2018, the Company entered into, a second amendment to the employment agreement dated September 29, 2011 between the Company and Dr. Scarlett (“the Scarlett Second Amendment”) to increase his monthly housing allowance to not more than $4,000 per month.
The foregoing description of the Scarlett Second Amendment is a summary of the material terms of the Scarlett Second Amendment, and is qualified in its entirety by reference to the Scarlett Second Amendment, 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 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Second Amendment to Employment Agreement between Geron Corporation and John A. Scarlett, effective as of January 31, 2018. |
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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 2, 2018 | By: | /s/ Stephen N. Rosenfield | |
| Stephen N. Rosenfield | |||
| Executive Vice President, General Counsel and Corporate Secretary | |||
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