Verastem, Inc. (VSTM) Earnings Call Transcript & Summary

Good morning, and welcome. Thank you for being with us today. We greatly appreciate your interest in Verastem. I would like to call the Verastem Annual Meeting of Shareholders to order. I'm Brian Stuglik, a member of the Board of Directors and Chief Executive Officer of the company. I will serve as Chair of today's meeting; and Rob Gagnon, our Chief Business and Financial Officer, will serve as secretary. We are delighted to be hosting our virtual meeting, which allows us to be more inclusive and reach a greater number of stockholders while supporting everyone's health and well-being. Although we may not be able to answer every question, we will do our best to provide a response to as many as possible. While we have made this meeting generally accessible to the public, please be aware that only stockholders of record on March 22, 2021, who entered the meeting using their 16-digit control number will be able ask questions and vote in today's meeting. You have access to a copy of the agenda and rules of procedure for today's meeting on the web portal. We will follow them closely so that we can conduct this meeting as efficiently as possible. Rob Gagnon will now present the Corporate Secretary's report and explain our voting procedures.

Thank you, Brian. The Notice of Meeting was mailed by Broadridge Financial Solutions on April 8, 2021, to all stockholders of record as of March 22, 2021. And as a result, the meeting is being held pursuant to proper notice. An affidavit of Broadridge as to the following matters will be filed with the minutes of the meeting: A, the mailing on April 8, 2021, of one, of the notice of this annual meeting; two, with the company's annual report for the fiscal year ended December 31, 2020; three, the company's proxy statement dated April 8, 2021; and four, a proxy for all holders of record of common stock of the company as of the record date. A certified list of the holders of common [indiscernible] company as of the close of business on March 22, 2021, the record date for this meeting, which has been prepared by Computershare, the company's transfer agent, is available on the web portal and will also be filed with the minutes of this meeting. I have been appointed as inspector of elections for the meeting. Most stockholders have already voted by proxy, and your proxy votes have been tallied. For those of you who have not yet voted or if you wish to change your vote, you may submit your vote on the web portal using the Vote Now button during the meeting and prior to the polls closing. Proxies representing more than 72% out of the approximately 172 million shares of the company's outstanding stock eligible to vote have been received, and accordingly, a quorum is present, and the meeting is duly constituted and should proceed. In my capacity as inspector of elections, I report the existence of a quorum, so we will proceed with the business of the meeting.

Thanks, Rob. We will now ask our stockholders to consider the matters set forth in the proxy statement. I would like to ask Rob to review the matters to be voted upon today.

Thank you, Brian. Stockholders who executed proxies or voted online or by telephone do not need to vote again by ballot unless they wish to change their vote. If any stockholder entitled to vote and who entered the meeting with their 16-digit control number wishes to change their vote or has not yet voted and wants to vote during the meeting, they may submit their vote on the web portal using the Vote Now button during the meeting and prior to the polls closing. Moving to agenda item B. The company has not received notice from any of its stockholders as required under its bylaws of any other matter to be considered at today's annual meeting, and therefore, no other proposals may be properly introduced by stockholders. The first item of business is -- to come before the meeting is the election of the Class III director to serve until the 2024 Annual Meeting of Stockholders and until her successor is duly elected and qualified. The following individual has been properly nominated by the Board, Gina Consylman. Please be aware that Bruce Wendel, a current Class III director, is not standing for reelection as a Class III director, and therefore, his term will expire at this meeting. There were no additional nominations made in accordance with the company's policy of director nominations, and accordingly, all nominations are closed. This proposal is discussed in the company's proxy statement, and the Board recommends a vote for election of the Class III director. The second item of business to come before the meeting is to approve the company's 2021 equity incentive plan. This proposal is discussed in the company's proxy statement, and the Board recommends a vote for approval of the new plan. The third item of business to come before the meeting is the ratification of the selection of Ernst & Young as the independent registered public accounting firm for the company for the fiscal year ending December 31, 2021. This proposal is discussed in the company's proxy statement, and the Board recommends a vote for the ratification of the selection of Ernst & Young. The fourth item of business to come before the meeting is the adoption of the advisory vote on the compensation of the company's named executive officers. This proposal is discussed in the company's proxy statement and the Board recommends an advisory vote in favor of the compensation of the company's named executive officers. If there are any questions regarding the voting procedures or if any stockholder who entered the meeting with their 16-digit control number wishes to comment on or raise any questions regarding the proposal being voted on today, please submit the question in the designated "Ask a Question" field on the web portal now. Thank you. There being no further discussion of the proposals, we will now proceed with final voting. Please vote on the web portal if you have not already done so. You may vote by clicking on the Vote Now button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote do not need to take any further action. If you previously returned a proxy card and do not wish to change your vote, you do not need to vote again at this meeting. [Voting]

That completes the voting on proposals before stockholders. The polls are now closed. Moving to agenda item C.

Thank you, Rob. When you are ready, will you please provide us with the preliminary voting results?

Proposal #1 is the election of Gina Consylman as a Class III director for the 3-year term. Directors are elected by a plurality of votes cast. Because there is no minimum vote required, abstentions and broker non-votes have no direct effect on the outcome of this proposal. Gina Consylman received affirmative votes representing more than 98% of the votes cast. The proposal is approved in total, and Gina Consylman is elected to continue as Class III director of the company. Proposal #2 is the approval of the company's 2021 equity incentive plan. The proposal requires the affirmative vote of a majority of the votes cast. The proposal has received affirmative votes representing more than 65% of the votes cast. The proposal is approved. Proposal #3 is the ratification of the selection of Ernst & Young as the independent registered public accounting firm for the company for the fiscal year ending December 31, 2021. The proposal requires the affirmative vote of a majority of the votes cast. The proposal has received affirmative votes representing more than 99% of the votes cast. The proposal is approved. Proposal #4 is the adoption of the advisory vote of the compensation of the company's named executive officers, specifically our Board of Directors has asked our stockholders to cast a nonbinding advisory vote for the following resolution: Resolved that the compensation paid to the company's named executive officers as disclosed in the proxy statement pursuant to item 402 of Regulation SK, including the compensation tables and narrative discussion, is hereby approved. Because this proposal asks for a nonbinding advisory vote, there is no required vote that would constitute approval. We value the opinions expressed by our stockholders in this annual advisory vote, and the Compensation Committee of our Board of Directors, which is responsible for overseeing and administering our executive compensation programs, will consider the vote when making future compensation decisions for our officers. The proposal has received affirmative votes representing more than 95% of the votes cast. As the inspector of elections, I will file a report with the final results of these votes with the minutes of the company. In addition, we will report the final results, which will include any votes properly submitted at today's meeting within 4 business days and a filing with the SEC on Form 8-K. Moving to agenda item B.

We've now completed the business meeting, and our stockholder meeting is adjourned. We will now proceed to a question-and-answer session. We ask that you please observe the rules of procedure that have been posted on the web portal. We will take stockholder questions that are being entered today on the web portal. Please state your name, business affiliation and city of residence and indicate whether you are a shareholder or a proxy for a stockholder. Please note that we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed.

We have not received any questions, and this concludes our question-and-answer session.

That concludes our questions-and-answer session. Ladies and gentlemen, thank you very much for your attendance and your continued interest and support of Verastem Oncology. Have a great day.