{"schema_version":"secwatch.filing_event.v1","accession":"0001558370-23-010004","form_type":"8-K","ticker":"VSTM","cik":"0001526119","company_name":"Verastem, Inc.","filed_at":"2023-05-16T23:59:59+00:00","discovered_at":"2026-05-14T18:03:39.243225+00:00","generated_at":"2026-06-14T23:38:12.674142+00:00","sec_items":["5.07"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"confidence":"high","headline":"Verastem shareholders approve reverse stock split ratio 1:10-30, elect three Class II directors","bullets":["Elected Robert Gagnon, Brian Stuglik, and Karin Tollefson as Class II directors until 2026 annual meeting.","Approved reverse stock split (1:10-30) with Board discretion until 12/31/2023; 113.9M for, 21.4M against.","Ratified Ernst & Young as independent auditor for fiscal year; 133.0M for, 2.2M against.","Advisory vote approved compensation of named executive officers; 61.3M for, 24.5M against, 49.2M broker non-votes."],"urls":{"canonical":"https://secwatch.observer/filing/0001558370-23-010004","json":"https://secwatch.observer/filing/0001558370-23-010004.json","markdown":"https://secwatch.observer/filing/0001558370-23-010004.md","text":"https://secwatch.observer/filing/0001558370-23-010004.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1526119/000155837023010004/0001558370-23-010004-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1526119/000155837023010004/vstm-20230515x8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T23:38:12.674142+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"18872ea3a97a21d1d2d1b21b84eb95b9101ebd4c","claim":"Verastem, Inc. shareholders approved Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers at the 2023-05-15 meeting.","evidence_excerpt":"Proposal No. 4 — 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. 61,337,960 shares voted for the proposal; 24,528,314 shares voted against the proposal; and 726,121 shares abstained from voting on the proposal. There were 49,184,918 broker non-votes on the proposal.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1526119/000155837023010004/0001558370-23-010004-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-15"}],"fact_type":"shareholder_vote"},{"claim_id":"2de801720ad56beae0067b6b0c1b3324b6d72e2c","claim":"Verastem, Inc. shareholders approved Approval of amendment to the Company’s restated certificate of incorporation, as amended to date, to effect a reverse stock split of the Company’s common stock by a ratio of any whole number in the range of 1-for-10 to 1-for-30, which such ratio to be determined in the discretion of the Company’s Bo at the 2023-05-15 meeting.","evidence_excerpt":"Proposal No. 2 – Approval of amendment to the Company’s restated certificate of incorporation, as amended to date, to effect a reverse stock split of the Company’s common stock by a ratio of any whole number in the range of 1-for-10 to 1-for-30, which such ratio to be determined in the discretion of the Company’s Board of Directors anytime prior to December 31, 2023 (the “Reverse Stock Split Proposal”). The stockholders voted to approve the Reverse Stock Split Proposal. 113,906,820 shares voted for the proposal; 21,417,896 shares voted against the proposal; and 452,597 shares abstained from voting on the proposal. There were no broker non-votes on the proposal.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1526119/000155837023010004/0001558370-23-010004-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"reverse split"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-15"}],"fact_type":"shareholder_vote"},{"claim_id":"4c6e0c45c0bb0f81aa65e6af3a8e0ce751898660","claim":"Verastem, Inc. shareholders approved The Ratification of the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for the Current Fiscal Year at the 2023-05-15 meeting.","evidence_excerpt":"Proposal No. 3 — 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. 133,024,620 shares voted for the proposal; 2,157,274 shares voted against the proposal; and 595,419 shares abstained from voting on the proposal. There were no broker non-votes on the proposal.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1526119/000155837023010004/0001558370-23-010004-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-15"}],"fact_type":"shareholder_vote"},{"claim_id":"f69d6c842a71bf22f6ab26c12fa3d17e2c62a259","claim":"Verastem, Inc. shareholders approved Election of Class II Directors at the 2023-05-15 meeting.","evidence_excerpt":"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 2026 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified: oh ​ Name Votes For Votes Withheld Broker Non-Votes Robert Gagnon ​ 80,973,981 ​ 5,618,414 ​ 49,184,918 Brian Stuglik ​ 81,194,955 ​ 5,397,440 ​ 49,184,918 Karin Tollefson ​ 82,690,645 ​ 3,901,750 ​ 49,184,918 ​ There were no abstentions with respect to this proposal.","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1526119/000155837023010004/0001558370-23-010004-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-15"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}