Filing Body
Page 1: UNITED STATES
Page 2: 75 SIDNEY STREET
Page 3: TABLE OF CONTENTS
Page 4: AVEO PHARMACEUTICALS, INC.
Page 5: IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
Page 6: If your shares are held in street name,
Page 7: your broker may not vote with respect to these proposal and those votes will be counted as broker no
Page 8: Proposal 3 Ratification of Appointment of Independent Registered Public Accounting Firm
Page 9: HOUSEHOLDING OF ANNUAL MEETING MATERIALS
Page 10: N/A
Page 11: N/A
Page 12: SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Page 13: Kenneth M. Bate
Page 14: Tuan Ha-Ngoc
Page 15: Kenneth E. Weg
Page 16: CORPORATE GOVERNANCE
Page 17: Role of the Board
Page 18: Board of Directors Meetings and Attendance
Page 19: Compensation Committee
Page 20: Director Nomination Process
Page 21: Communicating with the Independent Directors
Page 22: Report of the Audit Committee
Page 23: Audit Committee Pre-Approval Policies and Procedures
Page 24: CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Page 25: Related Person Transactions
Page 26: EXECUTIVE AND DIRECTOR COMPENSATION
Page 27: Overview of our Executive Compensation
Page 28: Objectives of our Executive Compensation Program
Page 29: N/A
Page 30: The Chief Executive Officer s Role in the Compensation Process
Page 31: N/A
Page 32: Annual Cash Incentive Program
Page 33: N/A
Page 34: N/A
Page 35: Equity Compensation
Page 36: N/A
Page 37: Other Benefits
Page 38: Summary Compensation Table for the Years Ended December 31, 2009, 2010 and 2011
Page 39: N/A
Page 40: Grants of Plan-Based Awards for the Year Ended December 31, 2011
Page 41: N/A
Page 42: Outstanding Equity Awards at December 31, 2011
Page 43: Option Exercises
Page 44: Severance and Change in Control Agreements with Named Executive Officers
Page 45: Key Employee Change in Control Severance Benefits Plan
Page 46: N/A
Page 47: Equity Compensation Plan Information
Page 48: Compensation Committee Report
Page 49: N/A
Page 50: N/A
Page 51: Consulting Agreement with Dr. Ronald DePinho
Page 52: Consulting Agreement with Dr. Raju Kucherlapati
Page 53: Our board of directors recommends that stockholders vote to approve
Page 54: OTHER MATTERS
Page 55: THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
Page 56: Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: