Geron 8-K 2010
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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
(Exact name of registrant as specified in its charter)
230 CONSTITUTION DRIVE
MENLO PARK, CALIFORNIA 94025
(Address of principal executive offices, including zip code)
(Registrant's telephone number, including area code)
(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:
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:
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
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.