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NASDAQ: VSTM Verastem, Inc. 8-K

Verastem stockholders approve equity plan amendments, elect three directors at annual meeting

Filed May 26, 2026 · Period ending May 21, 2026 · ~1 min read

5 key changes 1 section

Key Changes

  • medium

    Stockholders approved amendments to the 2021 Equity Incentive Plan with 90% support, allowing continued equity-based compensation grants to employees and directors.

  • low

    Three Class II directors elected to serve until 2029: Michael Bailey, Brian Stuglik, and Karin Tollefson, with Bailey receiving highest support at 54.1 million votes.

  • low

    Stockholders approved amendments to the 2018 Employee Stock Purchase Plan with 98% support, maintaining employee stock purchase benefits.

  • low

    Ernst & Young LLP ratified as independent auditor for current fiscal year with 98% approval, continuing existing audit relationship.

  • low

    Executive compensation approved on advisory basis with 95% support, indicating shareholder satisfaction with pay practices.

Summary

Verastem held its 2026 annual stockholder meeting on May 21, reporting routine governance outcomes. The most material development was approval of amendments to the company's 2021 Equity Incentive Plan, which received 90% stockholder support and enables continued equity-based compensation for talent retention and recruitment.

The company also secured approval for its employee stock purchase plan amendments and re-elected three directors to three-year terms. All proposals passed with strong majorities, suggesting general shareholder alignment with management. The 95% approval rate for executive compensation and 98% ratification of Ernst & Young as auditor indicate no significant governance concerns among the shareholder base.

Retail investors should monitor upcoming equity grant disclosures to understand dilution impact from the expanded equity plans. The next material filing will likely be the company's second quarter 10-Q, which should provide updates on business operations and cash position.

Section-by-Section Diff

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~600 words

Verastem held its 2026 annual meeting on May 21, 2026, electing three Class II directors and approving equity plan amendments.

2 Added
Added Amended 2021 Equity Incentive Plan approval medium

Added in current filing · verify on EDGAR →

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.

Stockholders approved the Verastem, Inc. Amended and Restated 2021 Equity Incentive Plan with approximately 90% support among votes cast. This plan amendment allows the company to continue granting equity-based compensation to employees and directors.

Show 1 minor / wording change
Added Amended 2018 Employee Stock Purchase Plan approval low

Added in current filing · verify on EDGAR →

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.

Stockholders approved the Verastem, Inc. Amended and Restated 2018 Employee Stock Purchase Plan with approximately 98% support among votes cast. This plan allows employees to purchase company stock at a discount through payroll deductions.

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Figures/quotes linked to EDGAR · Narrative written by AI · May 27, 2026 · How we verify