Verastem, Inc. 8-K

What Happened

• Verastem, Inc. filed an 8-K on May 26, 2026 reporting the results of its annual meeting held May 21, 2026 in Needham, Massachusetts. Stockholders elected three Class II directors to serve until the 2029 annual meeting and voted on four other proposals, including amended equity plans, auditor ratification, and a non-binding advisory vote on executive compensation. The report was signed by CEO Daniel W. Paterson.

Key Details

• Director elections (Class II, terms to 2029):
  • Michael Bailey — For: 54,096,261; Withheld: 1,091,917; Broker non-votes: 14,157,934.
  • Brian Stuglik — For: 53,816,138; Withheld: 1,372,040; Broker non-votes: 14,157,934.
  • Karin Tollefson — For: 51,011,977; Withheld: 4,176,201; Broker non-votes: 14,157,934.
• Approved Amended and Restated 2021 Equity Incentive Plan: For 49,803,552; Against 4,539,917; Abstain 844,709; Broker non-votes 14,157,934.
• Approved Amended and Restated 2018 Employee Stock Purchase Plan: For 53,563,121; Against 786,404; Abstain 838,653; Broker non-votes 14,157,934.
• Ratified Ernst & Young LLP as independent auditor: For 67,650,315; Against 358,930; Abstain 1,336,867 (no broker non-votes).
• Non-binding advisory vote on executive compensation (say-on-pay): For 51,696,318; Against 2,536,847; Abstain 955,013; Broker non-votes 14,157,934.

Why It Matters

• Director elections confirm the company’s leadership through 2029, which can affect strategic direction and governance continuity.
• Approval of the amended equity incentive and ESPP plans authorizes additional equity awards (potentially dilutive), which matters to shareholders tracking share count and executive compensation.
• Auditor ratification is routine but confirms continuity of the external audit provider. The advisory “say-on-pay” passed, indicating shareholder support for executive pay, though it is non-binding.