GERON CORP (Form: 8-K, Received: 05/18/2012 17:19:07)

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 17, 2012

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.)

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:

[ ]		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.

Executive Officer Stock Option Grants

On May 17, 2012, the Compensation Committee of the Board of Directors of Geron Corporation (the “Company”) approved the grant of stock options to the Company’s executive officers. The stock options granted to each executive officer were provided to realign the overall equity compensation of the executive officers with current market levels after taking into account individual responsibilities, performance and experience, and are intended to provide additional long-term retention incentive for the continuation of service of the executive officers. The following table sets forth the number of shares underlying the stock option grants:

Name	Title	# of Options
John A. Scarlett, M.D.	President and Chief Executive Officer		505,000
Graham K. Cooper	Executive Vice President, Finance and Business Development, and Chief Financial Officer		200,000
Stephen M. Kelsey, M.D., FACP, FRCPath	Executive Vice President, Head of Research and Development, and Chief Medical Officer		450,000
Stephen N. Rosenfield, J.D.	Executive Vice President, General Counsel and Corporate Secretary		200,000
Melissa A. Behrs	Senior Vice President, Strategic Portfolio Management, Product Development and Manufacturing		300,000
Olivia K. Bloom	Vice President, Chief Accounting Officer and Treasurer		215,000

The stock options described above (i) were granted effective as of May 17, 2012 pursuant to the Company’s 2011 Incentive Award Plan (the “Plan”); (ii) terminate ten years after May 17, 2012 or earlier in the event the optionee’s service terminates; (iii) have an exercise price per share of $1.41, the closing price of the Company’s Common Stock as reported on the NASDAQ Global Market on May 17, 2012; and (iv) vest in a series of forty-eight (48) consecutive equal monthly installments, commencing May 17, 2012 (provided the optionee continues to provide services to the Company); however, if the optionee has not yet completed six (6) consecutive months of services to the Company, the options will vest as follows: after the end of such six (6) month period, up to one eighth (1/8) of the total number of option shares will vest, and the balance of option shares will vest in a series of equal and consecutive monthly installments of whole shares over the remaining period thereafter, for an aggregate total of forty-eight (48) months, in each case subject to full vesting acceleration in the event of a merger, acquisition or similar change in control of the Company as provided for under the Plan. Messrs. Cooper and Rosenfield have not yet completed six (6) consecutive months of services to the Company, and therefore option shares granted to Messrs. Cooper and Rosenfield will not vest until completion of such six (6) month period, whereupon the option shares will vest as set forth above.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Certificate of Amendment of Restated Certificate of Incorporation

On May 17, 2012, the Company held its 2012 Annual Meeting of Stockholders (the “Annual Meeting”). At the 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 200,000,000 to 300,000,000 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 17, 2012 and was effective as of such date. The foregoing description of the Amendment is qualified in its entirety by the Certificate of Amendment, which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference. A copy of the Company’s Restated Certificate of Incorporation is also attached as Exhibit 3.3 to this Current Report on Form 8-K and is incorporated herein by reference.

Certificate of Elimination of Series A Junior Participating Preferred Stock.

On May 17, 2012, the Company filed a Certificate of Elimination of Series A Junior Participating Preferred Stock (the “Certificate of Elimination”) to eliminate all references in the Company’s Restated Certificate of Incorporation to its Series A Junior Participating Preferred Stock (the “Series A Preferred Stock”). The Series A Preferred Stock had been previously authorized for issuance in order to be available upon exercise of certain preferred share purchase rights (the “Rights”) issued pursuant to the Rights Agreement, dated as of July 20, 2001, by and between the Company and U.S. Stock Transfer Corporation, as Rights Agent (the “Rights Agreement”). As previously disclosed, the Rights were scheduled to expire in accordance with the terms of the Rights Agreement on July 31, 2011, and on that date the Rights expired. As a result of the expiration of the Rights, the Rights have no further force or effect. No shares of Series A Preferred Stock were issued or outstanding upon filing of the Certificate of Elimination, which Certificate of Elimination became effective May 17, 2012. All shares of Series A Preferred Stock that had been reserved for issuance under the Rights Plan resumed the status of authorized and unissued shares of the Company’s preferred stock. A copy of the Certificate of Elimination is attached as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

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

On May 17, 2012, the Company held its Annual Meeting via live webcast pursuant to notice duly given. Only stockholders of record as of the close of business on March 20, 2012 were entitled to vote at the Annual Meeting. As of March 20, 2012, the record date for the Annual Meeting, 132,259,325 shares of Common Stock of the Company were outstanding and entitled to vote at the Annual Meeting, of which 105,362,273 shares of Common Stock of the Company were represented, in person or by proxy, constituting a quorum. The final results of the stockholder vote on each proposal brought before the Annual Meeting were as follows:

(a) Proposal 1 . Each of the three (3) Class I Director nominees to serve for a three-year term expiring at the Company’s 2015 Annual Meeting of Stockholders was elected based upon the following votes:

			Broker
Nominee	Votes For	Votes Withheld	Non-Votes
Thomas Hofstaetter, Ph.D.	41,945,927	18,747,946	44,668,400
John A. Scarlett, M.D.	45,099,745	15,594,128	44,668,400
Robert J. Spiegel, M.D.,	44,347,551	16,346,322	44,668,400
FACP

(b) Proposal 2 . The Amendment to the Company’s Restated Certificate of Incorporation to increase the authorized number of shares of the Company’s Common Stock from 200,000,000 to 300,000,000 shares was approved based upon the following votes:

			Broker
Votes For	Votes Against	Abstentions	Non-Votes
73,417,897	29,892,813	2,051,563	0

(c) Proposal 3 . The non-binding advisory vote on named executive officer compensation was approved based upon the following votes:

			Broker
Votes For	Votes Against	Abstentions	Non-Votes
37,859,094	21,990,193	844,586	44,668,400

(d) Proposal 4 . The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2012 was ratified based upon the following votes:

			Broker
Votes For	Votes Against	Abstentions	Non-Votes
92,077,954	10,584,860	2,699,459	0

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

	3.1		Certificate of Amendment of the Restated Certificate of Incorporation

	3.2		Certificate of Elimination of Series A Junior Participating Preferred Stock

	3.3		Restated Certificate of Incorporation

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 18, 2012	By:	/s/ Stephen N. Rosenfield
	Name:	Stephen N. Rosenfield
	Title:	Executive Vice President,
		General Counsel and
		Corporate Secretary

EXHIBIT INDEX

Exhibit No.		Description
3.1		Certificate of Amendment of the Restated Certificate of Incorporation
3.2		Certificate of Elimination of Series A Junior Participating Preferred Stock
3.3		Restated Certificate of Incorporation

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT
OF THE RESTATED CERTIFICATE OF INCORPORATION
OF GERON CORPORATION,
a Delaware corporation

The undersigned, Stephen Rosenfield, hereby certifies that:

FIRST. He is the duly elected and acting Executive Vice President, General Counsel and Corporate Secretary of Geron Corporation, a Delaware corporation (the “ Corporation ”).

SECOND. The Corporation’s Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware (the “ Secretary of State ”) on March 24, 1998; a Certificate of Designation was filed with the Secretary of State on March 27, 1998; a Certificate of Amendment of Restated Certificate of Incorporation was filed with the Secretary of State on December 14, 1999; a Certificate of Amendment of Restated Certificate of Incorporation was filed with the Secretary of State on June 28, 2000; a Certificate of Designation was filed with the Secretary of State on August 1, 2001; a Certificate of Designation was filed with the Secretary of State on August 1, 2001; a Certificate of Amendment of the Restated Certificate of Incorporation was filed with the Secretary of State on May 22, 2002; and a Certificate of Amendment of the Restated Certificate of Incorporation was filed with the Secretary of State on May 25, 2006.

THIRD. The amendment of the Restated Certificate of Incorporation of the Corporation herein certified was duly adopted by this Corporation’s Board of Directors and approved by the Corporation’s stockholders in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.

FOURTH. Article IV, Paragraph (A) of the Corporation’s Restated Certificate of Incorporation is hereby amended to read in its entirety as follows:

“(A) Class of Stock . The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is Three Hundred Three Million (303,000,000) shares. Three Hundred Million (300,000,000) shares shall be Common Stock, par value $0.001 per share, and Three Million (3,000,000) shares shall be Preferred Stock, par value $0.001 per share.”

FIFTH. All other provisions of the Restated Certificate of Incorporation shall remain in full force and effect.

IN WITNESS WHEREOF , the undersigned has caused this Certificate of Amendment to be duly executed on behalf of the Corporation at Menlo Park, California this 17 ^th day of May, 2012.

	G ERON C ORPORATION ,
	a Delaware corporation
	By:	/s/ Stephen N. Rosenfield
		Stephen N. Rosenfield
		Executive Vice President, General Counsel
		and Corporate Secretary

EXHIBIT 3.2

CERTIFICATE OF ELIMINATION OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK
OF GERON CORPORATION

(Pursuant to Section 151 of the
Delaware General Corporation Law)

GERON CORPORATION , a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “ DGCL ”), does hereby certify:

F IRST : The date on which the corporation’s Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware was March 24, 1998.

S ECOND : The corporation filed on August 1, 2001 with the Secretary of State of the State of Delaware a Certificate of Designation of Series A Junior Participating Preferred Stock designating the rights, preferences and privileges of the corporation’s Series A Junior Participating Preferred Stock.

T HIRD : The Board of Directors of the corporation, acting in accordance with the provisions of DGCL, have adopted the following resolutions:

R ESOLVED , that none of the authorized shares of the series of Preferred Stock, par value $0.001 per share, of the corporation, designated as “Series A Junior Participating Preferred Stock” in the Certificate of Designation filed by the Company with the Secretary of State of the State of Delaware on August 1, 2001, are outstanding, and no shares of “Series A Junior Participating Preferred Stock” will be issued subject to the Certificate of Designation with respect to such series;

R ESOLVED F URTHER , that all matters set forth in such Certificate of Designation with respect to such Series A Junior Participating Preferred Stock be eliminated from the Company’s Restated Certificate of Incorporation; and

R ESOLVED F URTHER , that the officers of the Company be, and each of them hereby is, authorized and directed, for and on behalf of the Company, to execute this Certificate of Elimination and to file such Certificate of Elimination with the Delaware Secretary of State pursuant to Section 151(g) of the Delaware General Corporation Law setting forth these resolutions in order to eliminate from the Company’s Restated Certificate of Incorporation all matters set forth therein with respect to such Series A Junior Participating Preferred Stock.

F OURTH : That all provisions set forth in the Certificate of Designation of Series A Junior Participating Preferred Stock are hereby eliminated.

I N W ITNESS W HEREOF , the undersigned has executed this Certificate of Elimination to be signed by its Executive Vice President, General Counsel and Corporate Secretary as of May 17, 2012.

	GERON CORPORATION

	By:	/s/ Stephen N. Rosenfield
		Stephen N. Rosenfield
		Executive Vice President, General Counsel
		and Corporate Secretary

EXHIBIT 3.3

SECRETARY OF STATE
DIVISION OF CORPORATIONS
FILED 09:00 AM 03/24/1998
981115094 – 2247797

RESTATED CERTIFICATE OF INCORPORATION
OF GERON CORPORATION,
a Delaware Corporation

The undersigned, Ronald W. Eastman and David L. Greenwood hereby certify that:

FIRST: They are the duly elected and acting President and Secretary, respectively, of said corporation.

SECOND: The Certificate of Incorporation of said corporation was originally filed with the Secretary of State of Delaware on November 28, 1990.

THIRD: The Certificate of Incorporation of said corporation shall be amended and restated to read in full as follows:

ARTICLE I

The name of the corporation (herein called the “Corporation”) is GERON CORPORATION.

ARTICLE II

The address of the registered office of the Corporation in the State of Delaware is 1013 Centre Road, Wilmington, New Castle County, Delaware 19805. The name of the registered agent of the Corporation at such address is Corporation Service Company.

ARTICLE III

The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

ARTICLE IV

(A) Class of Stock . The Corporation is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred Stock.” The total number of shares which the Corporation is authorized to issue is Twenty Eight Million (28,000,000) shares. Twenty-Five Million (25,000,000) shares shall be Common Stock, par value $0.001 per share and Three Million (3,000,000) shares shall be Preferred Stock, par value $0.001 per share.

(B) Rights, Preferences and Restrictions of Preferred Stock . The Preferred Stock authorized by this Restated Certificate of Incorporation may be issued from time to time in series. Subject to the protective voting rights which have been or may be granted to the Preferred Stock or series thereof in Certificates of Determination or the Corporation’s Certificate of Incorporation (“Protective Provisions”), the Board of Directors is hereby authorized to determine or alter the rights, preferences, privileges and restrictions granted to or imposed upon any series of Preferred Stock, and the number of shares constituting any such series and the designation thereof, or of any of them. Subject to compliance with applicable Protective Provisions, but notwithstanding any other rights of the Preferred Stock or any series thereof, the rights, privileges, preferences and restrictions of any such series may be subordinated to, pari passu with (including, without limitation, inclusion in provisions with respect to liquidation and acquisition preferences, redemption and/or approval of matters by vote or written consent), or senior to any of those of any present or future class or series of Preferred or Common Stock. Subject to compliance with applicable Protective Provisions, the Board of Directors is also authorized to increase or decrease the number of shares of any series, prior or subsequent to the issue of that series, but not below the number of shares of such series then outstanding or reserved for future issuance. In case the number of shares of any series shall be so decreased, the shares constituting such decrease shall resume the status which they had prior to the adoption of the resolution originally fixing the number of shares of such series.

1. Dividend Rights . Subject to the prior rights of holders of all classes of stock at the time outstanding having prior rights as to dividends, the holders of the Common Stock shall be entitled to receive, when and as declared by the Board of Directors, out of any assets of the Corporation legally available therefor, such dividends as may be declared from time to time by the Board of Directors.

2. Redemption . The Common Stock is not redeemable.

3. Voting Rights . The holder of each share of Common Stock shall have the right to one vote, and shall be entitled to notice of any stockholders’ meeting in accordance with the By-laws of the Corporation, and shall be entitled to vote upon such matters and in such manner as may be provided by law.

ARTICLE V

Except as otherwise provided in this Restated Certificate of Incorporation, in furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, repeal, alter, amend and rescind any or all of the Bylaws of the Corporation.

ARTICLE VI

The number of directors of the Corporation shall be fixed from time to time by a bylaw or amendment thereof duly adopted by the Board of Directors or by the stockholders.

ARTICLE VII

Elections of directors need not be by written ballot unless the Bylaws of the Corporation shall so provide.

ARTICLE VIII

Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws may provide. The books for the Corporation may be kept (subject to any provision contained in the statutes) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation.

ARTICLE IX

No action required to be taken or that may be taken at any annual or special meeting of the stockholders of this corporation may be taken without a meeting, and the power of stockholders to consent in writing, without a meeting, to the taking of any action is specifically denied.

ARTICLE X

In the event the Corporation is subject to Section 2115 of the California Corporations Code, Section A of this Article shall apply. Otherwise, Section B of this Article shall apply.

(A) California . The liability of each and every director of this Corporation for monetary damages shall be eliminated to the fullest extent permissible under California law. If California law is hereafter amended to authorize, with the approval of a Corporation’s stockholders, further reductions in the liability of the Corporation’s directors for breach of fiduciary duty, then a director of the Corporation shall not be liable for any such breach to the fullest extent permitted by California law, as so amended.

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(B) Delaware . To the fullest extent permitted by the General Corporation Law of Delaware, as the same may be amended from time to time, a director of the Corporation shall not be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. If the General Corporation Law of Delaware is hereafter amended to authorize, with the approval of a corporation’s stockholders, further reductions in the liability of the corporation’s directors for breach of fiduciary duty, then a director of the corporation shall not be liable for any such breach to the fullest extent permitted by the General Corporation Law of Delaware, as so amended.

(C) Effect of Repeal or Modification . Any repeal or modification of the foregoing provisions of this Article IX shall not adversely affect any right or protection of a director of the Corporation with respect to any acts or omissions of such director occurring prior to such repeal or modification.

ARTICLE XI

In the event the Corporation is subject to Section 2115 of the California Corporations Code, Section A of this Article shall apply. Otherwise, Section B of this Article shall apply.

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(A) California . To the fullest extent permitted by California law, the Corporation is authorized to provide indemnification of (and advancement of expenses to) agents (as defined in Section 317 of the California Corporation Code) through bylaw provision, agreements with agents, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 317 of the California Corporations Code, subject only to applicable limits set forth in Section 204 of the California Corporations Code, with respect to actions for breach of duty to a corporation and its stockholders.

(B) Delaware . To the fullest extent permitted by applicable law, the Corporation is also authorized to provide indemnification of (and advancement of expenses to) such agents (and any other persons to which Delaware law permits the Corporation to provide indemnification) through bylaw provisions, agreements with such agents or other persons, vote of stockholders or disinterested directors or otherwise, in excess of the indemnification and advancement otherwise permitted by Section 145 of the Delaware General Corporation Law, subject only to limits created by applicable Delaware law (statutory or non-statutory), with respect to actions for breach of duty to a corporation, its stockholders, and others.

(C) Effect of Repeal or Modification . Any repeal or modification of any of the foregoing provisions of this Article X shall not adversely affect any right or protection of a director, officer, agent or other person existing at the time of, or increase the liability of any director of the Corporation with respect to any acts or omissions of such director, officer or agent occurring prior to such repeal or modification.

ARTICLE XII

The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders herein are granted subject to this reservation.

ARTICLE XIII

The Corporation shall have perpetual existence.

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FOURTH : The foregoing Restated Certificate of Incorporation has been duly adopted by the Corporation’s Board of Directors and stockholders in accordance with the applicable provisions of Section 245 of the General Corporation Law of the State of Delaware. This Restated Certificate of Incorporation only restates and integrates and does not further amend the provisions of the Corporation’s Certificate of Incorporation as heretofore amended or supplemented, and there is no discrepancy between those provisions and the provisions of this Restated Certificate of Incorporation.

IN WITNESS WHEREOF, the undersigned have executed this certificate on March 24, 1998.

	GERON CORPORATION

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