GERON CORP 8-K

What Happened

• Geron Corporation (GERN) filed an 8-K reporting the results of its virtual 2026 Annual Meeting held May 20, 2026 (record date: March 26, 2026). Stockholders approved an amendment and restatement of the 2018 Equity Incentive Plan to add 4,500,000 shares and elected three Class III directors for three-year terms. The amended 2018 Plan is attached as Exhibit 10.1 to the filing.

Key Details

• Equity plan: Amendment approved to increase shares available under the 2018 Equity Incentive Plan by 4,500,000 shares. Vote: 370,294,696 For; 21,853,005 Against; 1,055,278 Abstain; 104,595,534 Broker Non‑Votes.
• Director elections: Three Class III directors elected to terms expiring in 2029:
  • Susan M. Molineaux — 355,206,267 For; 37,996,712 Withheld; 104,595,534 Broker Non‑Votes.
  • Patricia S. Andrews — 387,194,039 For; 6,008,940 Withheld; 104,595,534 Broker Non‑Votes.
  • Constantine Chinoporos — 387,061,554 For; 6,141,425 Withheld; 104,595,534 Broker Non‑Votes.
• Say-on-pay: Non-binding advisory vote to approve executive compensation passed. Vote: 372,129,132 For; 19,673,460 Against; 1,400,387 Abstain; 104,595,534 Broker Non‑Votes.
• Auditor ratified: Ernst & Young LLP ratified as independent registered public accounting firm for FY 2026. Vote: 486,459,028 For; 9,474,870 Against; 1,864,615 Abstain.

Why It Matters

• The 4.5 million‑share increase to the equity incentive plan gives Geron more shares to grant for employee and executive compensation, which can affect share dilution and investor ownership over time. The full Amended 2018 Plan is included as an exhibit to the filing for specifics on grant terms.
• Election of the three directors and ratification of Ernst & Young provide continuity for governance and financial oversight. The approved say‑on‑pay vote signals shareholder support for the company's disclosed executive compensation.