geron_8k.htm
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): March 16, 2010
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) |
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Identification
No.) |
230 CONSTITUTION DRIVE
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:
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Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03 Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal Year.
On March 16, 2010, the Board of Directors (the “Board”) of Geron
Corporation (the “Company”) authorized the amendment and restatement of the
Company’s Amended and Restated Bylaws (the “Bylaws”), to, among other things,
amend existing provisions providing for advance notice of stockholder proposals
and nominations (other than proposals properly made in accordance with Rule
14a-8 under the Securities Exchange Act of 1934, as amended, and proposals
brought (or nominations made) by or at the direction of the Board) in order to
provide the Company and its stockholders with expanded and updated information
that may be material to stockholders’ evaluation of such proposals and nominees,
including, among other things, to:
- change the requirement for
stockholders to provide advance notice of stockholder proposals or nominations
at an annual meeting to provide that such advance notice shall be delivered to
the principal executive office of the Company not less than 90 days nor more
than 120 days prior to the first anniversary of the preceding year’s annual
meeting, subject to certain conditions;
- expand the disclosure requirements
for stockholders making proposals or nominations to include, among other
things, all ownership interests, hedges, economic incentives and rights to
vote any shares of any security of the Company, including derivative
securities, voting arrangements, short positions or other interests, related
to the Company and the Company’s common stock;
- require stockholders nominating
directors to disclose the same information about a proposed director nominee
that would be required if the director nominee were submitting a proposal and
any material relationships between the stockholder proponents and their
affiliates, on the one hand, and the director nominees and their affiliates,
on the other hand; and
- require that the additional
disclosures discussed above be updated and supplemented, if necessary, so as
to be accurate as of the record date for a meeting and as of shortly prior to
the meeting.
The amendments to the Bylaws also, among other things: (i) change the
initial number of authorized directors to be elected to the Board to seven (7)
members; (ii) amend the provisions relating to notice requirements to facilitate
the giving of and allow the waiver of notice by electronic transmission; (iii)
add procedures for the fixing of a record date in the event the Board does not
fix a record date; and (iv) amend the Bylaws amendment provision to provide that
the Bylaws may also be amended by stockholders holding at least sixty-six and
two-thirds percent (66 2/3%) of the Company’s outstanding voting
stock.
A copy of the Bylaws is attached
hereto as Exhibit 3.1 and incorporated herein by reference. The foregoing
description of the Bylaws is qualified in its entirety by reference to the full
text thereof.
Item 9.01. Financial Statements and
Exhibits
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(d) |
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Exhibits |
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3.1 |
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Amended and Restated Bylaws |
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.
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GERON CORPORATION |
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| Date: |
March 19, 2010 |
By: |
/s/ David L.
Greenwood |
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Name: |
David L. Greenwood |
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Title: |
Executive Vice President, Chief Financial
Officer |