Verastem, Inc. — Board/Management Information 2017

May 2, 2017

8-K 1 a17-12219_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): April 27, 2017

*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.)

117 Kendrick Street, Suite 500, Needham, MA	02494
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (781) 292-4200

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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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.*

On May 2, 2017, Verastem, Inc. (the “Company”) announced two changes to the Company’s board of directors (the “Board of Directors”).

(b) Departure of Director.

On April 27, 2017, Dr. Paul Friedman resigned from the Board of Directors effective as of April 27, 2017. Dr. Friedman will serve as a member of the Company’s Clinical and Scientific Advisory Board going forward.

(d) Election of Director.

On May 1, 2017, the Board of Directors unanimously voted to elect Dr. Eric Rowinsky as a director of the Company effective as of May 3, 2017. Dr. Rowinsky will serve as the chair of the nominating and corporate governance committee of the Board of Directors.

In connection with his election as a director, Dr. Rowinsky will be eligible to receive certain annual cash retainer fees and an annual stock option grant under the Company’s director compensation policy. Dr. Rowinsky also entered into a customary indemnification agreement with the Company.

A press release announcing Dr. Rowinsky’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/ Joseph Chiapponi
Joseph Chiapponi
Vice President, Finance
(Principal financial and accounting officer)

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*EXHIBIT INDEX*

Exhibit No.	Description
99.1	Press Release issued by Verastem, Inc. on May 2, 2017

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