Geron DEFA14A 2012
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April 24, 2012
On or about April 5, 2012, we furnished or otherwise made available to our stockholders our proxy statement for the 2012 Annual Meeting of Stockholders of Geron Corporation to be held on May 17, 2012.
Enclosed please find a supplement to our proxy statement, filed with the Securities and Exchange Commission on April 24, 2012, which amends and restates certain compensation-related tables in our proxy statement to: (i) reflect the incremental fair values associated with certain modifications made in 2011 to outstanding equity awards, and (ii) clarify the amounts and descriptions related to benefits paid to departing employees in 2011. The enclosed supplement, together with the proxy statement and our other proxy materials, are also available at www.proxyvote.com.
If you have any questions about this supplemental information, please contact Alliance Advisors at 1-877-777-4652.
To attend the 2012 Annual Meeting of Stockholders, vote and submit your questions during the meeting via live webcast via the Internet, go to www.virtualshareholdermeeting.com/geron2012. Whether or not you plan to connect to the meeting via the webcast, please ensure that your shares are voted. Your vote is important to us, regardless of the number of shares you own. We urge you to submit your vote promptly in order to assure that a quorum is present. Information with respect to voting procedures can be found in our proxy statement. Thank you for your attention to this important matter.
On or about April 5, 2012, Geron Corporation (the Company) furnished or otherwise made available to its stockholders the Companys proxy statement (the Proxy Statement) in connection with the Companys 2012 Annual Meeting of Stockholders to be held via the Internet on Thursday, May 17, 2012, at 8:00 a.m. Pacific Time. This supplement, dated April 24, 2012 (this Supplement), amends and restates certain portions of the Proxy Statement and should be read in conjunction with it. All capitalized terms used but not defined in this Supplement have the meanings ascribed to them in the Proxy Statement.
Explanation of Changes
The purpose of this Supplement is to amend and restate the following compensation-related tables in the Proxy Statement:
The revisions to the first four tables listed above consist principally of reflecting the incremental fair values, determined under FASB ASC Topic 718, associated with certain modifications to outstanding equity awards as required by the applicable rules of the Securities and Exchange Commission. Although these non-cash stock-based compensation values were not included in those tables in the Proxy Statement, the non-cash stock-based compensation expense associated with the modifications was presented in the Companys audited financial statements for the year ended December 31, 2011, included in the Companys Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 7, 2012. The Company also made certain changes and clarifications to the table titled Potential Payments Upon Termination or Change in Control on pages 50-52 of the Proxy Statement. The following amended and restated tables and related footnote and narrative disclosures replace the information in the corresponding sections of the Proxy Statement. Changes in the numerical values in the above-referenced tables from the values originally included in the Proxy Statement have been highlighted in bold print. Page references in the following amended and restated tables and related footnote and narrative disclosures refer to the page numbers in the original Proxy Statement.
Director Compensation Table
The following table provides compensation information for the year ended December 31, 2011 for each non-employee member of the Board.
The following table sets forth the following information with respect to non-employee directors (eight persons) for the fiscal year ended December 31, 2011: (i) stock options granted under the 2006 Directors Plan; (ii) stock awards granted under the 2006 Directors Plan; (iii) the grant date fair value of stock options and stock awards granted; and (iv) the incremental fair value associated with the modification of stock options and stock awards during 2011. As discussed above, the executive officers and employees of the Company are not eligible for grants under the 2006 Directors Plan. In 2011, additional stock options and restricted stock awards were granted to certain directors resulting from the leadership structure changes and in recognition of options that had expired unexercised during the year and stock awards with vesting based on achievement of certain performance milestones were granted to directors from the 2011 Incentive Award Plan. In May 2011, the Board extended the post-termination exercise period for outstanding stock options held by non-employee directors from 90 days to three years in order to better reflect current market practice. Also in 2011, the vesting of certain outstanding restricted stock awards held by Drs. Homcy and Barkas was modified in connection with their departures from the Board.
In May 2011, each director, except for Drs. Barkas and Huh, received performance-based restricted stock awards (PSAs) covering 5,000 shares in the aggregate that vest during a three-year performance period based on our achievement of each of the following objectives:
For Dr. Barkas, the performance-based restricted stock awards were 5,000 shares for each of the milestones noted above and for Dr. Huh, the awards were 10,000 shares for each of the milestones noted above.
2011 Summary Compensation Table
The following table includes information concerning compensation for the years ended December 31, 2011, 2010 and 2009 to the current and former Principal Executive Officers, Principal Financial Officer, the three most highly compensated executive officers of the Company, and up to two additional individuals who would have been one of our three most highly compensation executive officers except for the fact that they were not serving as executive officers at December 31, 2011 (our Named Executive Officers).
Grants of Plan-Based Awards for 2011
The following table sets forth the following information with respect to each of the Named Executive Officers as listed in the Summary Compensation Table shown under the caption Executive Compensation Tables for the fiscal year ended December 31, 2011: (i) stock options and stock awards granted under the 2011 Incentive Award Plan; (ii) the grant date fair value of stock options and stock awards granted in 2011; and (iii) the incremental fair value associated with the modification of stock options and stock awards during 2011.
Potential Payments Upon Termination or Change in Control
See discussion of potential payments upon termination or change in control in the section entitled, Compensation Discussion and AnalysisSeverance and Change in Control Benefits.
The table below summarizes the actual or potential payments, as applicable, under the Severance Plan, individual employment agreements or transition and separation agreements, as applicable, for the Named Executive Officers and our equity plans if a qualifying termination and/or change in control event occurred on December 31, 2011 (except as noted with respect to Mr. Greenwood and Drs. Okarma, Lebkowski and Spink):
This Supplement revises only the items of the Proxy Statement as specified above and amends and restates those items solely to reflect the changes described above. There are no other changes to the Proxy Statement.
Please note that if you have already voted your shares and do not wish to change your vote, no further action is necessary. If you wish to change your vote in light of the revisions included in this Supplement or otherwise, please refer to page 6 of the Proxy Statement for information on how to revoke or change your vote. If you have not already voted, or you wish to change your vote, we urge you to vote as soon as possible.
If you have any questions about this Supplement, please contact Alliance Advisors at 1-877-777-4652.
Important Notice Regarding the
Availability of Proxy Materials for the 2012 Annual Meeting
Letter to Stockholders, Notice and 2012 Proxy Statement, this Supplement and the 2011 Annual Report are available at www.proxyvote.com.