Verastem,Inc. (NASDAQ:VSTM) Files An 8-K Submission of Matters to a Vote of Security Holders

ME Staff 8-k
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Verastem,Inc. (NASDAQ:VSTM) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of Verastem,Inc. (the “Company”) was held in Needham, Massachusetts on May16, 2018. At that meeting, the stockholders considered and acted upon the following proposals:

Proposal No.1 — Election of ClassIII Directors. By the vote reflected below, the stockholders elected the following individuals to serve as ClassIII directors until the 2021 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified:

VotesFor

VotesWithheld

BrokerNon- Votes

Robert Forrester

15,122,798

262,681

27,794,557

Bruce Wendel

15,064,888

320,591

27,794,557

There were no abstentions with respect to this proposal.

Proposal No.2 — The Ratification of the Selection of Ernst& Young LLP as the Company’s Independent Registered Public Accounting Firm for the Current Fiscal Year. The stockholders voted to ratify the selection of Ernst& Young LLP as the Company’s independent registered public accounting firm for the current fiscal year. 42,649,007 shares voted for the proposal; 270,850 shares voted against the proposal; and 260,179 shares abstained from voting on the proposal. There were no broker non-votes on the proposal.

Proposal No.3 — Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers. The Company’s stockholders approved, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers. 14,534,279 shares voted for the proposal; 562,938 shares voted against the proposal; and 288,262 shares abstained from voting on the proposal. There were 27,794,557 broker non-votes on the proposal.

Proposal No.4 — Non-Binding Advisory Vote on the Frequency of Holding Future Non-Binding Advisory Votes on the Compensation of the Company’s Named Executive Officers. The Company’s stockholders approved, on a non-binding, advisory basis, the frequency of one year for holding future non-binding, advisory votes on the compensation paid to the Company’s named executive officers. 14,508,305 shares voted for the one year proposal; 189,221 shares voted for the two year proposal; and 405,566 shares voted for the three year proposal. 282,387 shares abstained from voting on the proposal. Based on these voting results, the Board has determined that it will hold a non-binding, advisory vote on the compensation paid to the Company’s named executive officers each year until the next required stockholder vote on the frequency of non-binding, advisory votes on the compensation paid to the Company’s named executive officers.


About Verastem,Inc. (NASDAQ:VSTM)

Verastem, Inc. is a biopharmaceutical company. The Company is focused on discovering and developing drugs to improve outcomes for patients with cancer. The Company operates in the segment of developing drugs for the treatment of cancer. The Company’s advanced product candidates are VS 6063, VS 4718 and VS 5584. The Company’s programs target the Focal Adhesion Kinase (FAK) and the PI3K/mTOR signaling pathways. FAK is a non-receptor tyrosine kinase encoded by the PTK-2 gene that is involved in cellular adhesion and, in cancer, metastatic capability. The Company’s VS-6063 (defactinib) and VS 4718 are orally available small molecule compounds designed to inhibit FAK signaling. The Company’s VS-5584 is an orally available small molecule that inhibits both mTORC1/2 and PI3K signaling. The Company is engaged in running clinical trials in cancers where there are limited treatment options, including lung, ovarian, lymphoma, pancreatic and other advanced cancers.