Verastem investors approve directors and equity plans
Verastem, Inc. reported the results of its 2026 annual stockholder meeting held in Needham, Massachusetts on May 21, 2026.
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Form Type
8-K
Rhea-AI Filing Summary
Verastem, Inc. reported the results of its 2026 annual stockholder meeting held in Needham, Massachusetts on May 21, 2026. Stockholders elected Class II directors Michael Bailey, Brian Stuglik and Karin Tollefson to serve until the 2029 annual meeting.
Investors also approved the Amended and Restated 2021 Equity Incentive Plan and the Amended and Restated 2018 Employee Stock Purchase Plan, supporting the company’s long-term compensation and employee ownership programs. Stockholders ratified Ernst & Young LLP as independent auditor for the current fiscal year and gave advisory approval to the compensation of the company’s named executive officers.
8-K Event Classification
Item 5.07 — Submission of Matters to a Vote of Security Holders
1 item
Item 5.07
Submission of Matters to a Vote of Security Holders
Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Key Figures
Votes for Michael Bailey: 54,096,261 shares
Votes for Brian Stuglik: 53,816,138 shares
Votes for Karin Tollefson: 51,011,977 shares
+5 more
8 metrics
Votes for Michael Bailey
54,096,261 shares
Election as Class II director at 2026 annual meeting
Votes for Brian Stuglik
53,816,138 shares
Election as Class II director at 2026 annual meeting
Votes for Karin Tollefson
51,011,977 shares
Election as Class II director at 2026 annual meeting
Votes for Amended 2021 Equity Incentive Plan
49,803,552 shares
Approval of Amended and Restated 2021 Equity Incentive Plan
Votes for Amended 2018 ESPP
53,563,121 shares
Approval of Amended and Restated 2018 Employee Stock Purchase Plan
Votes for auditor ratification
67,650,315 shares
Ratification of Ernst & Young LLP as independent auditor
Votes for say-on-pay
51,696,318 shares
Advisory approval of executive compensation
Broker non-votes on equity plan items
14,157,934 shares
Broker non-votes on Proposals 1–3 and 5
Key Terms
Class II directors, Amended and Restated 2021 Equity Incentive Plan, Amended and Restated 2018 Employee Stock Purchase Plan, independent registered public accounting firm, +2 more
6 terms
Class II directors financial
"the stockholders elected the following individuals to serve as Class II directors until the 2029 annual meeting"
Amended and Restated 2021 Equity Incentive Plan financial
"Adoption of the Verastem, Inc. Amended and Restated 2021 Equity Incentive Plan (the “Amended 2021 Plan”)."
Amended and Restated 2018 Employee Stock Purchase Plan financial
"Adoption of the Verastem, Inc. Amended and Restated 2018 Employee Stock Purchase Plan (the “Amended 2018 Plan”)."
independent registered public accounting firm financial
"the Company’s independent registered public accounting firm for the current fiscal year."
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes financial
"There were 14,157,934 broker non-votes on the proposal."
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
non-binding, advisory basis financial
"approved, on a non-binding, advisory basis, the compensation paid to the Company’s named executive officers."
A non-binding, advisory basis means a recommendation or decision that carries no legal force and does not obligate the parties to act; it’s similar to a friendly suggestion rather than a signed promise. For investors, this matters because such guidance can influence market expectations and management plans but offers no guarantee of follow-through, so investors should treat it as informative input rather than a firm commitment.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What did Verastem (VSTM) stockholders decide at the 2026 annual meeting?
Verastem stockholders elected three Class II directors, approved updated equity and employee stock purchase plans, ratified Ernst & Young LLP as auditor, and supported executive compensation. These votes collectively confirm stockholder backing for the company’s leadership, incentive structures, and choice of independent registered public accounting firm.
Which directors were elected at Verastem (VSTM)’s 2026 annual meeting and how many votes did they receive?
Michael Bailey, Brian Stuglik and Karin Tollefson were elected as Class II directors. Bailey received 54,096,261 votes for, Stuglik 53,816,138, and Tollefson 51,011,977, each with additional broker non-votes recorded, confirming their election until the 2029 annual meeting of stockholders.
Did Verastem (VSTM) stockholders approve the Amended 2021 Equity Incentive Plan?
Yes. The Amended and Restated 2021 Equity Incentive Plan was approved with 49,803,552 shares voting for, 4,539,917 against, and 844,709 abstentions. There were 14,157,934 broker non-votes, indicating strong support for the company’s updated equity-based compensation framework.
Was Verastem (VSTM)’s Amended 2018 Employee Stock Purchase Plan approved by stockholders?
Yes. The Amended and Restated 2018 Employee Stock Purchase Plan received 53,563,121 shares voted for, 786,404 against, and 838,653 abstentions, plus 14,157,934 broker non-votes. This approval allows Verastem to continue offering employees a stock purchase program on updated terms.
Did Verastem (VSTM) stockholders ratify Ernst & Young LLP as auditor for the current fiscal year?
Yes. The ratification of Ernst & Young LLP as Verastem’s independent registered public accounting firm passed with 67,650,315 votes for, 358,930 against, and 1,336,867 abstentions. There were no broker non-votes on this proposal, indicating broad stockholder agreement on the auditor selection.
How did Verastem (VSTM) stockholders vote on executive compensation in the advisory say-on-pay proposal?
Stockholders approved the non-binding advisory resolution on named executive officer compensation. The vote totaled 51,696,318 shares for, 2,536,847 against, and 955,013 abstentions, with 14,157,934 broker non-votes, signaling stockholder support for Verastem’s current executive pay practices.
AI-generated analysis. How Rhea-AI works. Not financial advice.
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