TESARO,Inc. (NASDAQ:TSRO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) TESARO,Inc. 2012 Employee Stock Purchase Plan

On May10, 2018, at the 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of TESARO,Inc. (the “Company”), the stockholders approved an amendment (the “Amendment”) to the TESARO,Inc. 2012 Employee Stock Purchase Plan (the “ESPP”) to, among other things, increase the number of shares available for issuance thereunder by 275,000 shares. Descriptions of the Amendment and the ESPP are set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April6, 2018 (the “Proxy Statement”) in the section entitled “Proposal No.4 — Approval of an Amendment to the 2012 Employee Stock Purchase Plan,” which is incorporated herein by reference. A copy of the Amendment is attached as Exhibit10.1 to this Current Report and is also incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Annual Meeting was held on May10, 2018. As of March13, 2018, the date of record for determining the stockholders entitled to vote on the proposals presented at the Annual Meeting, there were 54,799,815 shares of Company common stock issued and outstanding and entitled to vote at the Annual Meeting. The holders of 49,253,539 shares of the Company’s issued and outstanding common stock were represented in person or by proxy at the Annual Meeting, constituting a quorum. The proposals are described in detail in the Proxy Statement. The vote results detailed below represent final results as certified by the Annual Meeting’s inspector of elections.

Proposal 1

The Company’s stockholders elected the following persons, who were listed in the Company’s proxy statement for the Annual Meeting, to the Company’s Board of Directors to hold office until the next annual meeting of stockholders or until their successors are elected and qualified or until his or her earlier death, resignation or removal:

Proposal 2

The Company’s stockholders approved the TESARO,Inc., Non-Employee Director Compensation Policy, including compensation amounts for 2018. The votes regarding this proposal were as follows: