2023

Annual Report

Letter to Stockholders

2024 Proxy Statement

2023 Annual Report on Form 10-K

DEAR GERON STOCKHOLDER,

2023 was a year of significant progress and execution for Geron.

The New Drug Application (NDA) and Marketing Authorization Application (MAA) for imetelstat were filed during the year and are currently under review by the U.S. Food & Drug Administration (FDA) and European Medicines Agency (EMA) for the treatment of transfusion dependent (TD) anemia in adult patients with low- to intermediate-1 risk myelodysplastic syndromes (LR-MDS), who have failed to respond, or have lost response to, or are ineligible for erythropoiesis-stimulating agents. These submissions are based on results of the IMerge Phase 3 clinical trial, which we announced at the beginning of 2023 and which were recently published in The Lancet. The IMerge Phase 3 results were also presented at multiple oncology and hematology medical conferences throughout the year.

Imetelstat, our investigational first-in-class telomerase inhibitor, harnesses Nobel Prize-winning science in a treatment that may alter the underlying drivers of hematologic malignancies, representing a new approach for these high unmet need cancers.

Following is a review of our clinical programs.

Imetelstat in TD Lower-Risk MDS

In August 2023, the FDA accepted the NDA for imetelstat and assigned a Prescription Drug User Fee Act (PDUFA) action date of June 16, 2024. On March 14, 2024, the FDA held a public meeting of its Oncologic Drugs Advisory Committee as part of the imetelstat NDA review, where the committee voted 12-2 in favor of the clinical benefit/risk profile of imetelstat for the treatment of transfusion-dependent (TD) anemia in adult patients with lower-risk myelodysplastic syndromes (LR-MDS) after reviewing results from the IMerge Phase 3 clinical trial.

The ODAC's recommendation was based on results from the IMerge Phase 3 clinical trial. The primary endpoint of red blood cell transfusion independence (RBC-TI) for at least 8 consecutive weeks was significantly higher with imetelstat vs. placebo (p<0.001), with median RBC-TI duration approaching one year for imetelstat ≥8-week RBC-TI responders. For patients achieving ≥8-week RBC-TI, median increases in hemoglobin were 3.6 g/dL for imetelstat and 0.8 g/dL for placebo. In addition, 28% of imetelstat-treated patients compared to 3% on placebo obtained a statistically significant improvement in the key secondary endpoint of at least 24-week RBC-TI. For those patients achieving ≥24-week RBC-TI, the median duration was 80 weeks. Clinically meaningful TI was achieved across key MDS subgroups irrespective of ring sideroblast (RS) status, baseline transfusion burden and IPSS risk category. Additionally, a sustained increase in mean hemoglobin levels in imetelstat-treated patients was observed over time compared to placebo patients. An exploratory analysis of patient-reported outcomes (PRO) data indicated a trend in improvement in fatigue for imetelstat-treated patients vs. placebo. Consistent with prior imetelstat clinical experience, the most common Grade 3-4 adverse events were thrombocytopenia (62%) and neutropenia (68%) that were generally manageable and of short duration.

Given the substantial opportunity driven by the deep unmet need in TD LR-MDS, we have been preparing to launch and commercialize imetelstat in the U.S. upon potential FDA approval. We have already completed multiple long-lead time activities to prepare Geron, imetelstat, and the market for our potential launch in the U.S., with the goal of ensuring broad access and reimbursement for what we believe is an important medicine. Throughout 2023, Geron completed several pre-commercial activities, including securing aglobal trademark for the imetelstat brand name; finalizing third party logistics, our distribution network, and patient support providers; and onboarding highly experienced commercial and medical affairs teams.

In September 2023, the EMA validated the MAA for imetelstat in the same proposed indication as the NDA. Review of the imetelstat MAA is expected to be completed in early 2025. Subject to approval by the European Commission, commercial launch of imetelstat in Europe could occur in 2025.

Imetelstat in Relapsed/Refractory Myelofibrosis

Our second Phase 3 clinical program, the IMpactMF clinical trial evaluating imetelstat vs. best available therapy in intermediate-2 or high-risk myelofibrosis (MF) relapsed/refractory (R/R) to JAK inhibitors (JAKi), is the first and only Phase 3 MF trial with overall survival as the primary endpoint. In November 2023, we achieved fifty percent enrollment in this trial. We expect the interim analysis to read out in the first half of 2025, with a final analysis from the study expected in the first half of 2026. If this trial reads out positively, these data could be transformational for patients with JAKi R/R MF, who have poor survival prognoses today.

Additional Opportunities for Imetelstat

In our Phase 1 IMproveMF trial, we are evaluating imetelstat as a combination therapy with ruxolitinib in patients with intermediate-2 or high-risk MF (frontline MF). The study design is based on preclinical data which showed synergistic and additive effects of the combination of imetelstat and ruxolitinib. In January 2024, dosing in this trial was escalated to the third of four doses following a decision by the study's independent Safety Evaluation Team.

We are also supporting the investigator-led Phase 2 IMpress trial of single agent imetelstat in relapsed/refractory acute myeloid leukemia and higher-risk MDS (HR-MDS) for patients who are already treated with a hypomethylating agent. These efforts are ongoing and are an exciting part of our pipeline.

In summary, we are pleased by the progress and execution in 2023 that has paved the way for a potentially transformational 2024, as we plan for the transition to becoming a commercial company. We believe that we are in a strong position to create value for our stockholders and patients alike, based on our differentiated product candidate, the potential for significant commercial opportunities in TD LR-MDS and JAKi R/R MF, the excellence and experience of our employees, and the strength of our balance sheet to support a potential U.S. launch.

Thank you for the continued support and for sharing in our vision to bring what we believe is an important new medicine to patients suffering from hematologic malignancies.

Sincerely,

John A. Scarlett, M.D.

Chairman and Chief Executive Officer March 27, 2024

For important information regarding the use of forward-looking statements in this letter to stockholders, please refer to the inside back cover of this annual report.

Annual Meeting of Stockholders

Date:

May 9, 2024

Time: 5:00 p.m., Eastern Daylight Time

Place:www.virtualshareholdermeeting.com/GERN2024

YOUR VOTE

IS IMPORTANT TO US.

Whether or not you plan to attend the virtual Annual Meeting, please vote electronically via the Internet or by telephone as instructed in these materials, or, if you have requested and received a paper proxy card by mail, please complete, sign, date and return the proxy card mailed to you, as promptly as possible. Thank you for your ongoing support of, and continued interest in, Geron Corporation.

Dear Fellow Geron Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the ''Annual Meeting'') of Geron Corporation to be held on Thursday, May 9, 2024, at 5:00 p.m., Eastern Daylight Time. To facilitate stockholder participation in the Annual Meeting, we have determined that the Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. You will be able to attend and participate in the virtual Annual Meeting online by visitingwww.virtualshareholdermeeting.com/GERN2024, where you will be able to listen to the meeting live, submit questions, and vote.

You will not be able to attend the meeting in person. Instructions on how to participate in the virtual Annual Meeting and demonstrate proof of stock ownership are posted atwww.virtualshareholdermeeting.com/GERN2024. The webcast of the virtual Annual Meeting will be archived for one year after the date of the virtual Annual Meeting atwww.virtualshareholdermeeting.com/GERN2024.

As permitted by the rules of the Securities and Exchange Commission, we are pleased to furnish our proxy materials to stockholders primarily over the Internet. Consequently, most stockholders will receive a notice with instructions for accessing proxy materials and voting via the Internet, instead of paper copies of proxy materials. We believe that this process will allow us to provide our stockholders with the information they need in a more timely manner, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials. However, this notice will provide information on how stockholders may obtain paper copies of proxy materials if they choose. Stockholders who continue to receive hard copies of proxy materials may help us reduce costs by opting to receive future proxy materials by e-mail.

At this year's Annual Meeting, the agenda includes the following items:

Election of the three nominees for director named in the accompanying proxy statement to hold office as Class I members of the Board of Directors until the 2027 annual meeting of stockholders;

Advisory vote to approve named executive officer compensation; and

Ratification of Ernst & Young LLP as our independent registered public accounting firm.

2 3

Sincerely,

John A. Scarlett, M.D.

Chairman of the Board, President and Chief Executive Officer

Notice of Annual Meeting of Shareholders

Date:

May 9, 2024

Time: 5:00 p.m., Eastern Daylight Time

Place:www.virtualshareholdermeeting.com/GERN2024

YOUR VOTE

IS IMPORTANT TO US.

Whether or not you plan to attend the virtual Annual Meeting, please vote electronically via the Internet or by telephone as instructed by these materials, or, if you have requested and received a paper proxy card by mail, please complete, sign, date and return the proxy card mailed to you, as promptly as possible. Stockholders who plan to attend the virtual Annual Meeting should follow the instructions atwww.virtualshareholdermeeting.com/GERN2024 to submit questions and vote during the virtual Annual Meeting. You may log-in beginning at 4:30 p.m. Eastern Daylight Time, on May 9, 2024. You will not be able to attend the meeting in person.

To The Stockholders

NOTICE IS HEREBY GIVEN that the Annual Meeting of Stockholders of GERON CORPORATION, a Delaware corporation (the ''Company''), will be held on Thursday, May 9, 2024, at 5:00 p.m., Eastern Daylight Time. To facilitate stockholder participation in the Annual Meeting, we have determined that the Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. You can attend the virtual Annual Meeting online, vote your shares electronically and submit your questions during the virtual Annual Meeting, by visitingwww.virtualshareholdermeeting.com/GERN2024. You will need to have your 16-Digit Control Number included in the Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials to join the virtual Annual Meeting.

The Annual Meeting will be held for the following purposes:

To elect the three nominees for director named in the accompanying proxy statement (the ''Proxy Statement'') to hold office as Class I members of the Board of Directors until the 2027 annual meeting of stockholders;

To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in the Proxy Statement;

To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; and

To transact such other business as may properly come before the Annual Meeting or any postponement or adjournment thereof.

The foregoing items of business are more fully described in the Proxy Statement accompanying this Notice.

The Board of Directors has fixed the close of business on March 12, 2024, as the record date for the determination of stockholders entitled to notice of and to vote at the virtual Annual Meeting and at any adjournment or postponement thereof. Each stockholder is entitled to one vote for each share of common stock held at that time.

By Order of the Board of Directors,

Scott A. Samuels, Esq.

Executive Vice President,

Chief Legal Officer and Secretary Foster City, California

March 27, 2024

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on

May 9, 2024 atwww.virtualshareholdermeeting.com/GERN2024

The 2024 Proxy Statement and 2023 Annual Report on Form 10-K

are available atwww.proxyvote.com.

YOUR VOTE IS VERY IMPORTANT, REGARDLESS OF THE NUMBER OF SHARES YOU OWN. WHETHER OR NOT YOU EXPECT TO ATTEND THE VIRTUAL ANNUAL MEETING, WE URGE YOU

TO VOTE BY PROXY PROMPTLY IN ORDER TO ASSURE THAT A QUORUM IS PRESENT. EVEN IF YOU HAVE VOTED BY PROXY BEFORE THE VIRTUAL ANNUAL MEETING. YOU MAY STILL ATTEND AND VOTE YOUR

SHARES AT THE VIRTUAL ANNUAL MEETING ONLINE. YOU WILL NEED TO HAVE YOUR 16-DIGIT CONTROL NUMBER INCLUDED IN THE NOTICE ON YOUR PROXY CARD OR ON THE INSTRUCTIONS THAT

ACCOMPANIED YOUR PROXY MATERIALS TO JOIN AND VOTE AT THE VIRTUAL ANNUAL MEETING.

Table of Contents

Questions and Answers about these Proxy Materials and Voting . . . . . . . . . . . . . . . . . . . . . . 1

Proposal1:ElectionofDirectors ................................................ 11

Board Leadership and Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22

OtherCorporateGovernanceMatters ........................................... 32

Compensation of Directors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38

Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation . . . . . . . . . . . 43

ExecutiveCompensation ...................................................... 45

Proposal 3: Ratification of Selection of Independent Registered Public Accounting Firm . . . . 69

PrincipalAccountantFeesandServices .......................................... 70

AuditCommitteeReport ...................................................... 71

EquityCompensationPlanInformation ........................................... 73

Security Ownership of Certain Beneficial Owners and Management . . . . . . . . . . . . . . . . . . . . 74

Delinquent Section 16(a) Reports . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

Certain Transactions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 77

Other Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 79

Proxy Statement for the Annual Meeting of Stockholders to be Held on May 9, 2024

Questions and Answers about these Proxy Materials and Voting

Why am I receiving these materials?

You are receiving these materials from us because you owned shares of common stock, par value $0.001 per share (''Common Stock''), of Geron Corporation, a Delaware corporation (''Geron,'' the ''Company,'' ''we'' or ''us''), as of March 12, 2024, the record date for our 2024 Annual Meeting of Stockholders (the ''Annual Meeting''). The Geron Board of Directors (the ''Board of Directors'' or the ''Board'') has made these materials available to you in connection with the Board's solicitation of proxies for use at the Annual Meeting. You may vote by proxy over the Internet or by phone, or by mail if you requested printed copies of the proxy materials.

As permitted by the rules of the Securities and Exchange Commission (the ''SEC''), we are providing our stockholders access to proxy materials via the Internet. Accordingly, we are sending by mail only a Notice of Internet Availability of Proxy Materials (the ''Notice'') to certain of our stockholders of record and posting our proxy materials online atwww.proxyvote.com. Stockholders who previously requested to receive hard copies of proxy materials will receive a full set of proxy materials, instead of the Notice. We intend to distribute the Notice and the proxy materials on or about March 29, 2024, to all stockholders of record entitled to vote at the Annual Meeting.

What does it mean if I receive more than one set of proxy materials or more than one Notice, or combination thereof?

If you receive more than one set of proxy materials, or more than one Notice or a combination thereof, your shares may be registered in more than one name or may be registered in different accounts. Please follow the voting instructions on each set of proxy materials or Notices to ensure that all of your shares are voted.

Will I receive any proxy materials by mail other than the Notice?

No, you will not receive any other proxy materials by mail other than the Notice unless you request paper copies. Pursuant to rules adopted by the SEC, we have elected to use the Internet as the primary means of furnishing proxy materials to our stockholders. This method allows us to deliver the proxy materials to you more quickly, lowers our costs significantly, and helps to conserve natural resources. We encourage stockholders to take advantage of the option to receive proxy materials electronically by email to help reduce the environmental impact of our annual meeting and to reduce costs associated with the physical printing and mailing of materials. This Proxy Statement and our Annual Report on Form 10-K for the year ended December 31, 2023 are also available atwww.proxyvote.com. You may request a full set of proxy materials be sent to your specified postal or email address as follows:

  • by telephone: call 1-800-579-1639 free of charge and follow the instructions;

  • by Internet: go towww.proxyvote.comand follow the instructions; or

  • by e-mail: send an e-mail message tosendmaterial@proxyvote.com. Please send a blank e-mail and insert the 16-Digit Control Number located in your Notice in the subject line. Please make any such request on or before April 25, 2024 to facilitate timely delivery.

To sign up for electronic delivery of proxy materials, please follow the instructions provided with your proxy materials and on your proxy card or voting instruction card, to vote using the Internet and, when prompted, indicate that you agree to receive or access future stockholder communications electronically. Alternatively, you can go towww.proxyvote.comand enroll for online delivery of proxy materials. A stockholder's election to receive proxy materials by mail or electronically by email will remain in effect until the stockholder terminates such election.

What is the purpose of the Annual Meeting?

At our Annual Meeting, stockholders will act upon the matters described in this Proxy Statement. In addition, management will report on current events at Geron and respond to questions from stockholders.

How can I participate in the Annual Meeting?

To facilitate stockholder participation in the Annual Meeting, we will be holding our Annual Meeting virtually, on Thursday, May 9, 2024, at 5:00 p.m., Eastern Daylight Time, via the Internet atwww.virtualshareholdermeeting.com/GERN2024. Online check-in will begin at 4:30 p.m. Eastern Daylight Time and you should allow ample time for the check-in procedures. At our virtual Annual Meeting, stockholders will be able to attend, vote and submit questions via the Internet. Whether or not you plan to attend the virtual Annual Meeting, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described in these proxy materials.

You will not be able to attend the virtual Annual Meeting in person.

How do I ask questions at the virtual Annual Meeting?

Our virtual Annual Meeting allows stockholders to submit questions and comments before and during the virtual Annual Meeting. You may submit questions before the virtual Annual Meeting atwww.virtualshareholdermeeting.com/GERN2024. During the virtual Annual Meeting, you may only submit questions in the question box provided atwww.virtualshareholdermeeting.com/GERN2024. In both cases, stockholders must have available their 16-Digit Control Number provided in the Notice or your proxy card (if you received a printed copy of the proxy materials). We will respond to as many inquiries at the virtual Annual Meeting as time allows.

What if during the check-in time or during the virtual Annual Meeting I have technical difficulties or trouble accessing the virtual meeting website?

We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting website. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual Annual Meeting website log-in page.

What if I cannot virtually attend the Annual Meeting?

You may vote your shares electronically before the virtual Annual Meeting by Internet, or by telephone or by mail as described below. You do not need to access the virtual Annual Meeting to vote if you submitted your vote by Internet, by telephone or by mail in advance of the virtual Annual Meeting.

The virtual Annual Meeting will be archived for one year after the date of the virtual Annual Meeting atwww.virtualshareholdermeeting.com/ GERN2024.

Who can vote at the virtual Annual Meeting?

Only holders of record at the close of business on March 12, 2024 (the ''Record Date'') will be entitled to notice of and to vote at the virtual Annual Meeting or any adjournment or postponement thereof. At the close of business on the Record Date, we had 546,873,894 shares of Common Stock outstanding.

Stockholder of Record: Shares Registered in Your Name

Each holder of record of Common Stock on the Record Date will be entitled to one vote for each share held on all matters to be voted upon at the virtual Annual Meeting. As a stockholder of record, you may vote at the virtual Annual Meeting, or prior to the virtual Annual Meeting, vote through the Internet or by telephone, or by mail using a proxy card that you received or that you may request. Whether or not you plan to attend the virtual Annual Meeting, we urge you vote by proxy through the Internet or by telephone as instructed below, or by completing a proxy card that you may request or that we may elect to deliver at a later time. Stockholders who attend the virtual Annual Meeting should follow the instructions atwww.virtualshareholdermeeting.com/ GERN2024 to vote during the virtual Annual Meeting.

For the ten days ending the day prior to the virtual Annual Meeting, a list of our stockholders of record as of the Record Date will be available for examination by any stockholder of record for any purpose germane to the virtual Annual Meeting at our corporate headquarters during regular business hours. To access the list of record stockholders during the ten days ending the day prior to the Annual Meeting, stockholders should emailinvestor@geron.com.

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on the Record Date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in ''street name'' and the Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting during the virtual Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent regarding how to vote the shares in your account. You are also invited to attend the virtual Annual Meeting. You can attend the virtual Annual Meeting online by visitingwww.virtualshareholdermeeting.com/GERN2024. You will need to have your 16-Digit Control Number included in the Notice, on your proxy card or on the instructions that accompanied your proxy materials to join the virtual Annual Meeting. Once you join the virtual Annual Meeting, you should follow the instructions on the virtual Annual Meeting platform to vote during the virtual Annual Meeting. If you did not receive a 16-digit control number via email or on your Notice or voting instruction form, and you wish to vote prior to or at the virtual Annual Meeting, you must follow the instructions from your broker or other agent.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. In order to constitute a quorum and to transact business at the virtual Annual Meeting, the holders of a majority of the voting power of the Common Stock issued and outstanding and entitled to vote at the virtual Annual Meeting must be present in person or represented by proxy. Virtual attendance at our Annual Meeting constitutes presence in person for purposes of a quorum at the meeting. Shares represented by proxies that reflect abstentions or ''broker non-votes'' will be counted for purposes of determining the presence of a quorum.

What am I voting on at the virtual Annual Meeting? What is the Board's recommendation on each of the proposals?

You are being asked to vote on three proposals, as follows:

Proposal

BoardNumberProposal

Recommends

To elect the three nominees for director named in this Proxy Statement to hold office as Class I members of our Board of Directors until the 2027 annual meeting of stockholders.

FOR ALL director nominees

To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this Proxy Statement.

FOR

To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

FOR

How many votes are needed to approve each proposal? What is the effect of abstentions and broker non-votes on each of the proposals?

The following table summarizes the minimum vote needed to approve each proposal and the effect of abstentions and broker non-votes on each of the proposals:

Effect ofProposal NumberProposal

Votes Required to Approve Proposal(1)Effect of AbstentionsBroker Non-Votes

To elect the three nominees for director named in this Proxy Statement to hold office as Class I members of our Board of Directors until the 2027 annual meeting of stockholders.

Nominees receiving a plurality of the votes cast will be elected as directors This means that the nominees receiving the highest number of ''FOR'' votes at the virtual Annual Meeting will be elected, even if those votes do not constitute a majority of the votes cast. Only votes ''FOR'' will affect the outcome of the vote; ''WITHHOLD'' votes will have no effect on the outcome of the vote. However, under our Corporate Governance Guidelines, any nominee for director who receives a greater number of ''WITHHOLD'' votes from his or her election than votes ''FOR'' such election is required to submit an offer of resignation for consideration by the Nominating and Corporate Governance Committee. In such case, the Nominating and Corporate Governance Committee will then consider all of the relevant facts and circumstances and recommend to the Board the action to be taken with respect to such offer of resignation.

Not applicableNo effectTo approve, on an advisory basis, the compensation of our named executive officers, as disclosed in this Proxy Statement.

The affirmative vote of the holders of a majority of the voting power present in person or represented by proxy at the virtual Annual Meeting.

Against

No effect

Effect ofProposal NumberProposal

Votes Required to Approve Proposal(1)Effect of Abstentions

Broker Non-Votes

To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

The affirmative vote of the holders of a majority of the voting power present in person or represented by proxy at the virtual Annual Meeting.

AgainstNot applicable(2)

  • (1) Virtual attendance at our Annual Meeting constitutes presence in person for purposes of the votes.

  • (2) This proposal is considered to be a ''routine'' matter under NYSE rules. Accordingly, if you hold your shares in street name and do not provide voting instructions to your broker, bank or other agent that holds your shares, your broker, bank or other agent has discretionary authority under applicable NYSE rules to vote your shares on this proposal. For more information, see ''If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with my voting instructions, what happens?'' and ''What are broker non-votes?'' below.

What are the choices in voting?

For Proposal 1, you may either vote ''FOR'' all nominees to the Board of Directors or you may ''WITHHOLD'' your vote for one or more nominees that you specify. For proposals 2 and 3, you may vote ''FOR'' the proposal or ''AGAINST'' the proposal, or ''ABSTAIN'' from voting on the proposal.

Could other matters be decided at the virtual Annual Meeting?

The Board does not know of any other matters to be brought before the virtual Annual Meeting. Our Bylaws require that we receive advance notice of any proposal to be brought before the Annual Meeting by our stockholders, and we have not received notice of any such proposals. If any other matters were to be properly submitted for a vote at the virtual Annual Meeting, the proxy holders appointed by the Board will have the discretion to vote on those matters for you as they see fit.

How do I vote my shares and what are the voting deadlines?

Please refer to the proxy card for instructions on, and access information for, voting by telephone, over the Internet or by mail.

Stockholder of Record: Shares Registered In Your Name

You are a stockholder of record if, on the Record Date, your shares were registered directly in your name with our transfer agent, Computershare Trust Company, N.A. As a stockholder of record, there are several ways for you to vote your shares.

  • Via the Internet Before the Virtual Annual Meeting. You may vote by Internet atwww.proxyvote.com, 24 hours a day, seven days a week. You will need the 16-Digit Control Number included on your Notice, your proxy card (if you received a printed copy of the proxy materials) or the instructions that accompanied your proxy materials to join the virtual Annual Meeting. Votes submitted through the Internet must be received by 11:59 p.m., Eastern Daylight Time, on May 8, 2024.

  • By Telephone. You may vote using a touch-tone telephone by calling 1-800-690-6903, 24 hours a day, seven days a week. You will need the 16-Digit Control Number included on your Notice, your proxy card (if you received a printed copy of the proxy materials) or the instructions that accompanied your proxy materials to join the virtual Annual Meeting. Votes submitted by telephone must be received by 11:59 p.m., Eastern Daylight Time, on May 8, 2024.

  • By Mail. If you received printed proxy materials, you may submit your vote by completing, signing, and dating each proxy card received and returning it in the postage-paid envelope. Sign your name exactly as it appears on the proxy card. Proxy cards submitted by mail must be received no later than close of business on May 8, 2024, to be voted at the virtual Annual Meeting.

Attachments

  • Original Link
  • Original Document
  • Permalink

Disclaimer

Geron Corporation published this content on 27 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 28 March 2024 10:51:20 UTC.