Verastem (VSTM) stockholders back board slate, equity plans and auditor at 2026 meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

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."

Understanding 8-K Material Events →

05/26/2026 - 08:15 AM

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 21, 2026

Verastem, Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-35403

27-3269467

(State or Other Jurisdiction
of Incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

117 Kendrick Street, Suite 500, Needham, MA

02494

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (781) 292-4200

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange on which registered

Common stock, $0.0001 par value per share

VSTM

The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

The 2026 annual meeting of stockholders (the “Annual Meeting”) of Verastem, Inc. (the “Company”) was held in Needham, Massachusetts on May 21, 2026. At the Annual Meeting, the stockholders considered and acted upon the following proposals:

Proposal No. 1 — Election of Class II Directors. By the vote reflected below, the stockholders elected the following individuals to serve as Class II directors until the 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified:

oh
Name		Votes For		Votes Withheld		Broker Non-Votes
Michael Bailey		54,096,261		1,091,917		14,157,934
Brian Stuglik		53,816,138		1,372,040		14,157,934
Karin Tollefson		51,011,977		4,176,201		14,157,934

There were no abstentions with respect to this proposal.

Proposal No. 2 — Adoption of the Verastem, Inc. Amended and Restated 2021 Equity Incentive Plan (the “Amended 2021 Plan”). The stockholders voted to approve the Amended 2021 Plan. 49,803,552 shares voted for the proposal; 4,539,917 shares voted against the proposal; and 844,709 shares abstained from voting on the proposal. There were 14,157,934 broker non-votes on the proposal.

Proposal No. 3 — Adoption of the Verastem, Inc. Amended and Restated 2018 Employee Stock Purchase Plan (the “Amended 2018 Plan”). The stockholders voted to approve the Amended 2018 Plan. 53,563,121 shares voted for the proposal; 786,404 shares voted against the proposal; and 838,653 shares abstained from voting on the proposal. There were 14,157,934 broker non-votes on the proposal.

Proposal No. 4 — 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. 67,650,315 shares voted for the proposal; 358,930 shares voted against the proposal; and 1,336,867 shares abstained from voting on the proposal. There were no broker non-votes on the proposal.

Proposal No. 5 — 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. 51,696,318 shares voted for the proposal; 2,536,847 shares voted against the proposal; and 955,013 shares abstained from voting on the proposal. There were 14,157,934 broker non-votes on the proposal.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	VERASTEM, INC.

Dated: May 26, 2026	By:	/s/ Daniel W. Paterson
		Daniel W. Paterson
		Chief Executive Officer

Source: View Original Filing on SEC EDGAR

FAQ

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.

Filing Exhibits & Attachments

3 documents