Verastem, Inc. shareholders approved Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers at the 2026-05-21 meeting.
“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.”
Shareholder Votes
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 2026-05-21 meeting.
“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.”
Shareholder Votes
Verastem, Inc. shareholders approved Adoption of the Verastem, Inc. Amended and Restated 2018 Employee Stock Purchase Plan (the "Amended 2018 Plan") at the 2026-05-21 meeting.
“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.”
Shareholder Votes
Verastem, Inc. shareholders approved Adoption of the Verastem, Inc. Amended and Restated 2021 Equity Incentive Plan (the "Amended 2021 Plan") at the 2026-05-21 meeting.
“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.”
Shareholder Votes
Verastem, Inc. shareholders approved Election of Class II Directors at the 2026-05-21 meeting.
“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:”
Matthew E. Ros was appointed as Chief Operating Officer at Verastem, Inc..
“Effective January 14, 2025, Verastem, Inc. (the “Company”) appointed Matthew E. Ros as Chief Operating Officer of the Company.”
Shareholder Votes
Verastem, Inc. shareholders approved Option exchange - one-time exchange of certain options for new options at the 2024-01-17 meeting.
“8,197,712 shares voted for the proposal; 7,793,121 shares voted against the proposal; and 25,382 shares abstained from voting on the proposal. There were no broker non-votes on the proposal.”
Material Agreements
Verastem, Inc. amended Loan and Security Agreement with Oxford Finance LLC valued at Extends draw period for Term C Loan to March 31, 2025 (effective 2024-01-04).
“On January 4, 2024, Verastem, Inc. (the “Company”) amended its Loan and Security Agreement, dated March 25, 2022 (as amended, the “Loan Agreement”) with Oxford Finance LLC, as collateral agent and a lender, and the other lenders identified on the signature pages thereto.”
Daniel Calkins was appointed as Chief Financial Officer at Verastem, Inc..
“On October 24, 2023, the board of directors (the “Board”) of Verastem, Inc. (the “Company”) appointed Daniel Calkins as Chief Financial Officer of the Company.”
Daniel Paterson was appointed as President and Chief Executive Officer at Verastem, Inc..
“Daniel Paterson was appointed to the position of President and Chief Executive Officer of Verastem, Inc. (the “Company”) effective as of August 1, 2023”
Daniel Paterson was appointed as Class III director at Verastem, Inc..
“In connection with his appointment, Mr. Paterson will also be appointed to the Board, to serve as a Class III director.”
Daniel Paterson was appointed as President and Chief Executive Officer at Verastem, Inc..
“Daniel Paterson, 62, the Company’s President and Chief Operating Officer, will be appointed to the position of President and Chief Executive Officer as of the Effective Date.”
Brian Stuglik retired as Chief Executive Officer at Verastem, Inc..
“On July 7, 2023, Brian Stuglik notified Verastem, Inc. (the “Company)” of his decision to retire as Chief Executive Officer of the Company, effective July 31, 2023”
Governance Changes
Verastem, Inc.: Amended restated certificate of incorporation to effect a one-for-twelve reverse stock split of common stock (effective 2023-05-30).
“On May 30, 2023, Verastem, Inc. (the “Company”) filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation, as amended to date, (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to effect a reverse stock split of the Company’s issued and outstanding common stock, par value $0.0001 (the “Common Stock”) at a ratio of one-for-twelve (the “Reverse Stock Split”).”
Shareholder Votes
Verastem, Inc. shareholders approved Non-Binding Advisory Vote on the Compensation of the Company’s Named Executive Officers at the 2023-05-15 meeting.
“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.”
Shareholder Votes
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.
“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.”
Shareholder Votes
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.
“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.”
Shareholder Votes
Verastem, Inc. shareholders approved Election of Class II Directors at the 2023-05-15 meeting.
“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.”
Debt Financings
Verastem, Inc. incurred term loan of $15.0 million Term B Loan with Oxford Finance LLC and Oxford Finance Credit Fund III LP at the greater of (i) the one-month CME Secured Overnight Financing Rate and (ii) 0 maturing March 1, 2027.
“On March 22, 2023, the Company elected to draw down the $15.0 million Term B Loan, having received at least $50.0 million in unrestricted cash proceeds from the sale or issuance of equity securities.”
Governance Changes
Verastem, Inc.: Created Series B Convertible Preferred Stock via Certificate of Designation (effective 2023-01-24).
“On January 24, 2023, the Company, filed the Certificate of Designation of the Preferences, Rights and Limitations of the Series B Convertible Preferred Stock of the Company (the “Certificate of Designation”) setting forth the preferences, rights and limitations of the Company’s newly designated Series B convertible preferred stock, par value $0.0001 per share (the “Preferred Stock”) with the Secretary of State of the State of Delaware.”
Material Agreements
Verastem, Inc. entered into Securities Purchase Agreement with certain purchasers identified on the signature pages thereto valued at approximately $30.0 million (effective 2023-01-24).
“On January 24, 2023, Verastem, Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with certain purchasers identified on the signature pages thereto (the “Purchasers”), pursuant to which the Company agreed to sell and issue to the Purchasers in a private placement (the “Private Placement”) up to 2,144,160 shares of its Series B convertible preferred stock”
Robert Gagnon was elected as Director at Verastem, Inc..
“the board of directors of Verastem, Inc. (the “Company”) unanimously voted to elect Robert Gagnon as a Class II director of the Company, effective December 13, 2022.”
Listing & Compliance Notices
Verastem, Inc. received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1), 5810(c)(3)(A)).
“November 4, 2022, Verastem, Inc. (the “Company”) received a deficiency letter from the Listing Qualifications Department (the “Staff”) of the Nasdaq Stock Market (“Nasdaq”) notifying the Company that, for the last 30 consecutive business days, the bid price for the Company’s common stock, par value $0.0001 per share (the “Common Stock”), had closed below the $1.00 per share minimum bid price requirement for continued inclusion on the Nasdaq Global Market pursuant to Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A) (the “Complian”
Governance Changes
Verastem, Inc.: Establishment of Series D Preferred Stock through Certificate of Designation.
“e does not purport to be complete and is qualified in its entirety by reference to the Certificate of Designation, which is filed as an exhibit to this Report and is incorporated by reference herein. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The information contained above in Item 3.02 of this Report regarding the Preferred Stock is incorporated by reference into this Item 5.03.”
Anil Kapur was elected as Class III director at Verastem, Inc..
“On October 19, 2022, the board of directors (the “Board”) of Verastem, Inc. (the “Company”) unanimously voted to elect Anil Kapur as a Class III director of the Company and to serve on the compensation committee of the Board, effective October 20, 2022.”
Daniel Calkins was appointed as principal financial officer and principal accounting officer at Verastem, Inc..
“Effective October 31, 2022, Daniel Calkins, 35, the Company’s VP of Finance, will serve as the Company’s principal financial officer and principal accounting officer on an interim basis.”
Robert Gagnon resigned as Chief Business and Financial Officer at Verastem, Inc..
“On September 27, 2022, Robert Gagnon notified Verastem, Inc. (the “Company)” of his decision to resign as Chief Business and Financial Officer of the Company, effective October 31, 2022, to pursue other career opportunities.”
Tim Barberich retired as Director at Verastem, Inc..
“On March 23, 2022, Tim Barberich, retired from the Board of Directors (the “Board”) of the Company and from all committees of the Board.”
Michelle Robertson was elected as Class III Director and Audit Committee Chair at Verastem, Inc..
“On October 22, 2021, the Board unanimously voted to elect Ms. Michelle Robertson as a Class III director of the Company and to serve on the audit committee of the Board as chairperson, effective November 15, 2021.”
Gina Consylman resigned as Director at Verastem, Inc..
“On October 21, 2021, Gina Consylman resigned from the Board and its audit committee, effective November 15, 2021.”
Facts are extracted by an LLM and gated to those whose source quote is present verbatim in the filing text. Coverage is best-effort while backfill and monitoring mature; this is not yet a full-market index. See methodology.