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 5, 2013, 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 7, to 8 members and to elect Stephen A. Sherwin, M.D., 64, as a director of the Company. Dr. Sherwin will also serve as a member of the Company's Compensation Committee.

In connection with his election as a director, Dr. Sherwin received a stock option grant of 25,000 shares of the Company's common stock. Consistent with the Company's director compensation policy, Dr. Sherwin will be eligible to receive certain annual cash retainer fees and an annual stock option grant of 12,500 shares of common stock. Dr. Sherwin also entered into a customary indemnification agreement with the Company.

A press release announcing Dr. Sherwin'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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