Item  5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
Exhibit Index
EXHIBIT 99.1

Table of Contents

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On January 10, 2007, StemCells, Inc., (the “Company”) increased the size of its Board of Directors from six to seven and appointed Desmond H. O’Connell, Jr. to the Board of Directors as a Class II director with a term expiring at the annual meeting of shareholders in 2008. The Board has not yet appointed Mr. O’Connell to any Board committee.
Mr. O’Connell will receive compensation for his board service consistent with the Company’s non-employee director compensation plan. He will receive cash compensation of $4,500 per quarter and was awarded a stock option grant for 20,000 shares in connection with his appointment.
A press release announcing Mr. O’Connell’s appointment is included in this Current Report as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
     
99.1
  Press Release dated January 12, 2007