Verastem (VSTM) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 21, 2026, with voting on director elections, equity plans, auditor ratification, and executive compensation advisory vote.

• Proxy materials are distributed electronically to reduce costs and environmental impact.

• 87,842,899 shares are eligible to vote; each share has one vote per matter.

• Forward-looking statements address strategies for executive retention and compensation alignment.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class II directors for three-year terms.

• Approval sought for amended 2021 Equity Incentive Plan (adding 12M shares) and 2018 Employee Stock Purchase Plan (adding 5M shares).

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Advisory vote on executive compensation (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board is classified into three classes with staggered three-year terms.

• Nominees and continuing directors have extensive experience in pharma, biotech, and oncology.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, Research and Development, and Commercialization.

• Majority of directors are independent per Nasdaq standards.

• Board held eight meetings in 2025; all directors attended at least 75% of meetings.