Geron (NASDAQ: GERN) adds 4.5M shares to 2018 equity incentive plan

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Geron Corporation reported that stockholders approved an amendment and restatement of its 2018 Equity Incentive Plan, increasing the number of common shares issuable under the plan by 4,500,000 shares. The amendment had been previously adopted by the board of directors, subject to stockholder approval.

At the 2026 Annual Meeting, held virtually, stockholders elected director nominees including Susan M. Molineaux, Patricia S. Andrews and Constantine Chinoporos. Stockholders also approved additional proposals, including an advisory vote on executive compensation and the ratification of the independent registered public accounting firm, based on the vote totals disclosed.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Equity Plan Share Increase: 4,500,000 shares Votes for Patricia S. Andrews: 387,194,039 votes Votes withheld for Patricia S. Andrews: 6,008,940 votes +5 more

8 metrics

Equity Plan Share Increase 4,500,000 shares Additional common shares issuable under Amended 2018 Equity Incentive Plan

Votes for Patricia S. Andrews 387,194,039 votes Director election at 2026 Annual Meeting

Votes withheld for Patricia S. Andrews 6,008,940 votes Director election at 2026 Annual Meeting

Broker non-votes on director elections 104,595,534 votes Director election proposals

Say-on-pay votes for 370,294,696 votes Advisory vote on executive compensation

Say-on-pay votes against 21,853,005 votes Advisory vote on executive compensation

Auditor ratification votes for 486,459,028 votes Ratification of independent registered public accounting firm

Auditor ratification votes against 9,474,870 votes Ratification of independent registered public accounting firm

Key Terms

2018 Equity Incentive Plan, Amended 2018 Plan, definitive proxy statement, broker non-votes, +1 more

5 terms

2018 Equity Incentive Plan financial

"approved an amendment and restatement of the Company’s 2018 Equity Incentive Plan"

Amended 2018 Plan financial

"as so amended and restated, the “Amended 2018 Plan”"

definitive proxy statement regulatory

"set forth on pages 35 to 49 in the Company’s definitive proxy statement for the 2026 Annual Meeting"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

broker non-votes financial

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"ratification of the independent registered public accounting firm, based on the vote totals disclosed"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

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Understanding 8-K Material Events →

Available on EDGAR 05/27/2026 - 04:02 PM Accepted by SEC EDGAR 05/27/2026 - 04:01 PM

FAQ

What equity plan change did Geron (GERN) stockholders approve?

Geron stockholders approved an amendment and restatement of the 2018 Equity Incentive Plan, increasing the number of common shares issuable under the plan by 4,500,000 shares. This expands the pool available for future equity-based compensation awards.

When was Geron’s 2026 Annual Meeting of Stockholders held?

Geron held its 2026 Annual Meeting of Stockholders on May 20, 2026, in a virtual meeting format. Only stockholders of record as of March 26, 2026, were entitled to vote at the meeting.

Which Geron (GERN) directors were elected at the 2026 Annual Meeting?

Director nominees Susan M. Molineaux, Patricia S. Andrews and Constantine Chinoporos were elected. For example, Patricia S. Andrews received 387,194,039 votes for and 6,008,940 votes withheld, with 104,595,534 broker non-votes reported.

How did Geron (GERN) stockholders vote on the say-on-pay proposal?

Geron’s advisory vote on executive compensation received 370,294,696 votes for, 21,853,005 votes against and 1,055,278 votes abstaining, with 104,595,534 broker non-votes. This indicates stockholder approval of the company’s executive pay practices.

Did Geron (GERN) stockholders ratify the independent auditor?

Stockholders voted to ratify the appointment of Geron’s independent registered public accounting firm, with 486,459,028 votes for, 9,474,870 votes against and 1,864,615 votes abstaining. No broker non-votes were reported for this proposal.

Where can investors find full terms of Geron’s Amended 2018 Plan?

The full text of Geron’s Amended 2018 Equity Incentive Plan is attached as Exhibit 10.1 to the report. A detailed description also appears on pages 35 to 49 of the company’s 2026 definitive proxy statement filed April 7, 2026.

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): May 20, 2026

GERON CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

000-20859

75-2287752

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

919 E. HILLSDALE BLVD., SUITE 250

FOSTER CITY, CALIFORNIA 94404

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, $0.001 par value

GERN

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).

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.

(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:

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

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 179.2 KB