TEM 8-K
Tempus AI, Inc. (TEM)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company 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
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.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Tempus AI, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on May 20, 2025. In accordance with the Company’s amended and restated certificate of incorporation, stockholders of the Company’s Class A common stock (“Class A stockholders”) have one vote per share and stockholders of the Company’s Class B common stock (“Class B stockholders”) have 30 votes per share. The final results for each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are set forth below. These proposals are described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 7, 2025.
Proposal 1. Election of Directors.
The Company’s Class A stockholders and Class B stockholders, voting together as a single class, elected the nine directors listed below, each to serve until the Company’s 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified or until their earlier death, resignation or removal. The final voting results are as follows:
| Name |
Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Eric Lefkofsky |
232,428,831 | 10,652,429 | 16,157,514 | |||||||||
| Peter J. Barris |
231,351,586 | 11,729,674 | 16,157,514 | |||||||||
| Eric D. Belcher |
240,323,799 | 2,757,461 | 16,157,514 | |||||||||
| Jennifer A. Doudna, Ph.D. |
231,800,837 | 11,280,423 | 16,157,514 | |||||||||
| David R. Epstein |
231,738,670 | 11,342,590 | 16,157,514 | |||||||||
| Wayne A.I. Frederick, M.D. |
240,255,211 | 2,826,049 | 16,157,514 | |||||||||
| Scott Gottlieb, M.D. |
231,702,607 | 11,378,653 | 16,157,514 | |||||||||
| Theodore J. Leonsis |
231,044,224 | 12,037,036 | 16,157,514 | |||||||||
| Nadja West, M.D. |
231,670,196 | 11,411,064 | 16,157,514 | |||||||||
Proposal 2. Ratification of the Appointment of Independent Registered Public Accounting Firm.
The Company’s Class A stockholders and Class B stockholders, voting together as a single class, ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The final voting results are as follows:
| Votes For |
Votes Against |
Abstentions | ||
| 258,785,082 | 257,488 | 196,204 |
Proposal 3. Approval of Reincorporation.
The Company’s Class A stockholders and Class B stockholders, voting together as a single class, approved the reincorporation of the Company from the State of Delaware to the State of Nevada by conversion (the “Reincorporation”). The Company’s Board of Directors retains the discretion to abandon the Reincorporation. If completed, upon the completion of the Reincorporation, the Company will become a Nevada corporation and will continue to operate its business under its current name, “Tempus AI, Inc.” The final voting results are as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 229,810,726 | 13,226,368 | 44,166 | 16,157,514 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Tempus AI, Inc. | ||||||
| Dated: May 23, 2025 | ||||||
| By: | /s/ James Rogers | |||||
| James Rogers | ||||||
| Chief Financial Officer | ||||||