Verastem, Inc. — Board/Management Information 2014

Mar 11, 2014

8-K 1 a14-7783_18k.htm 8-K

*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): March 7, 2014

*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.)

215 First Street, Suite 440, Cambridge, MA	02142
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (617) 252-9300

(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 (see General Instruction A.2. below):

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

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

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

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

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*Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.*

(d) Election of Director.

On March 7, 2014, the Board of Directors of Verastem, Inc. (the “Company”) unanimously voted to increase the size of the Company’s Board of Directors, which had previously been set at 9, to 10 members and to elect Timothy J. Barberich, 66, as a director of the Company effective as of March 10, 2014.

In connection with his election as a director, Mr. Barberich received a stock option grant of 50,000 shares of the Company’s common stock. Consistent with the Company’s director compensation policy, Mr. Barberich will be eligible to receive certain annual cash retainer fees and an annual stock option grant of 25,000 shares of common stock. Mr. Barberich also entered into a customary indemnification agreement with the Company.

A press release announcing Mr. Barberich’s appointment is filed as Exhibit 99.1 hereto.

*Item 9.01 Financial Statements and Exhibits.*

See Exhibit Index attached hereto.

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*SIGNATURE*

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.

/s/ John B. Green
John B. Green
Chief Financial Officer

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*EXHIBIT INDEX*

Exhibit No.	Description
99.1	Press Release dated March 11, 2014.

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