Geron Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three Class III director nominees—Patricia S. Andrews, Constantine Chinoporos, and Susan M. Molineaux, Ph.D.—to hold office until the 2029 annual meeting.

2. 2

   Approval of an Amendment to Our 2018 Equity Incentive Plan

   ManagementBoard: FOR

   Approve amendment and restatement of the 2018 Equity Incentive Plan to increase shares available by 4,500,000 and increase ISO limit by 9,000,000, with other plan changes described in Appendix A.

   More detail

   This management proposal asks shareholders to approve an amendment and restatement of the Company’s 2018 Equity Incentive Plan to increase the share reserve by 4,500,000 shares and to increase the aggregate maximum number of shares that may be issued upon exercise of incentive stock options by 9,000,000 shares. Management and the Compensation Committee are seeking shareholder approval because the plan is the principal vehicle for granting equity-based compensation to employees, non-employee directors and consultants; the company recently became commercial-stage with RYTELO revenues and anticipates ongoing hiring and equity grant needs for commercialization and development. The filing details the company’s prior increases to the plan and current remaining shares available, and explains that the requested increase is expected to meet approximately one year of equity needs based on hiring, director grants, and forfeiture assumptions. The amendment incorporates governance protections: no repricing without stockholder approval, fungible share counting (1.0 for options, 1.3 for full-value awards post-May 31, 2023), limits on non-employee director compensation, and standard change-in-control and anti-dilution adjustment provisions. The Compensation Committee, with support of an independent compensation consultant, argues the increase is reasonable in view of peer practices and the need to balance dilution with recruitment and retention. The board recommends a FOR vote, citing alignment of equity awards with pay-for-performance, retention of talent during commercialization, and avoidance of excessive cash compensation. Risks include dilution, and the company discloses its burn rate and historical grant practices. The proposal includes the full Amended 2018 Plan as Appendix A and discusses share recycling rules, the Inducement Plan, and other governance features.

3. 3

   Advisory Vote to Approve Named Executive Officer Compensation

   ManagementBoard: FOR

   Non-binding, advisory 'say-on-pay' to approve the compensation of the Company's named executive officers as disclosed in the proxy.

   More detail

   This advisory management proposal requests shareholder approval, on a non-binding basis, of the compensation paid to the company’s named executive officers as disclosed in the proxy statement. Management frames the program as pay-for-performance, with a mix of base salary, performance-based annual cash bonuses tied to corporate and individual goals, and long-term equity incentives (primarily stock options and RSUs) to align executives’ interests with shareholders. The Compensation Committee used market peer data and an independent consultant to set targets and concluded that a significant portion of CEO pay is at-risk. The board recommends a FOR vote. As an advisory vote, the outcome is non-binding but will inform the board and Compensation Committee’s decisions going forward.

4. 4

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal year ending December 31, 2026.

Upcoming shareholder meetings at Geron Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Geron Corp 2026 annual meeting?

Geron Corp (GERN) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

What is the record date for the Geron Corp 2026 meeting?

The record date for the Geron Corp 2026 meeting is Thursday, March 26, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Geron Corp's 2026 meeting?

The board is presenting 3 director nominees at the Geron Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Geron Corp 2026 meeting?

Shareholders will vote on 4 proposals at the Geron Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.