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