Tempus AI (NASDAQ: TEM) investors choose 3-year say-on-pay cycle

Rhea-AI Filing Summary

Tempus AI, Inc. reported the results of its 2026 Annual Meeting of Stockholders held on May 21, 2026. Stockholders, with Class A shares carrying one vote and Class B shares 30 votes per share, elected nine directors to serve until the 2027 annual meeting.

Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026, with 262,396,207 votes for, 90,662 against and 65,045 abstentions. In an advisory vote on how often to hold say-on-pay votes, 191,972,032 votes favored a three-year frequency, compared with 42,744,443 for one year. The board determined future advisory votes on named executive officer compensation will be held every three years.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Auditor ratification votes for: 262,396,207 votes Auditor ratification votes against: 90,662 votes Auditor ratification abstentions: 65,045 votes +4 more

7 metrics

Auditor ratification votes for 262,396,207 votes Ratification of PricewaterhouseCoopers LLP for fiscal year ending December 31, 2026

Auditor ratification votes against 90,662 votes Ratification of PricewaterhouseCoopers LLP for fiscal year ending December 31, 2026

Auditor ratification abstentions 65,045 votes Ratification of PricewaterhouseCoopers LLP

Say-on-pay three-year frequency support 191,972,032 votes Advisory vote on frequency of executive compensation votes

Say-on-pay one-year frequency support 42,744,443 votes Advisory vote on frequency of executive compensation votes

Broker non-votes on frequency proposal 27,440,890 votes Advisory vote on frequency of executive compensation votes

Number of directors elected 9 directors Election to serve until the 2027 annual meeting

Key Terms

Class B common stock, amended and restated certificate of incorporation, broker non-votes, independent registered public accounting firm, +1 more

5 terms

Class B common stock financial

"stockholders of the Company’s Class B common stock (“Class B stockholders”) have 30 votes per share"

A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.

amended and restated certificate of incorporation regulatory

"In accordance with the Company’s amended and restated certificate of incorporation, stockholders of the Company’s Class A common stock"

A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.

broker non-votes financial

"Votes Withheld | | | | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm regulatory

"ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Non-Binding Advisory Vote regulatory

"Non-Binding Advisory Vote on the Frequency of Stockholder Advisory Votes on the Compensation"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

Understanding 8-K Material Events →

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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): May 21, 2026

Tempus AI, Inc.

(Exact name of Registrant as Specified in Its Charter)

Nevada		001-42130		47-4903308
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

600 West Chicago Avenue, Suite 510 Chicago, Illinois		60654
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (800) 976-5448

Not Applicable

(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:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common stock, $0.0001 par value per share		TEM		The Nasdaq Stock Market LLC

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 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 21, 2026. 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, 2026.

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 2027 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			226,135,852				8,975,172				27,440,890
Peter J. Barris			222,831,790				12,279,234				27,440,890
Eric D. Belcher			234,038,276				1,072,748				27,440,890
Jennifer A. Doudna, Ph.D.			224,783,110				10,327,914				27,440,890
David R. Epstein			224,807,690				10,303,334				27,440,890
Wayne A.I. Frederick, M.D.			233,484,795				1,626,229				27,440,890
Scott Gottlieb, M.D.			224,764,082				10,346,942				27,440,890
Theodore J. Leonsis			221,850,699				13,260,325				27,440,890
Nadja West, M.D.			224,795,291				10,315,733				27,440,890

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, 2026. The final voting results are as follows:

Votes For		Votes Against		Abstentions
262,396,207		90,662		65,045

Proposal 3. Non-Binding Advisory Vote on the Frequency of Stockholder Advisory Votes on the Compensation of the Company’s Named Executive Officers.

The Company’s Class A stockholders and Class B stockholders, voting together as a single class, cast an advisory vote on the frequency of stockholder advisory votes on the compensation of the Company’s named executive officers. The final voting results are as follows:

One Year		Two Years		Three Years		Abstentions		Broker Non-Votes
42,744,443		115,765		191,972,032		278,784		27,440,890

The Company’s stockholders voted three years for the frequency of stockholder advisory votes on the compensation of the Company’s named executive officers. Consistent with these results, the Company’s Board of Directors determined that future stockholder advisory votes on named executive officer compensation will be held every three years until the next required advisory vote on the frequency of stockholder advisory votes on the compensation of the Company’s named executive officers.

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 22, 2026
				By:		/s/ James Rogers
						James Rogers
						Chief Financial Officer

FAQ

What did Tempus AI (TEM) shareholders vote on at the 2026 annual meeting?

Shareholders voted on director elections, auditor ratification, and say-on-pay frequency. Nine directors were elected, PricewaterhouseCoopers LLP was ratified as auditor for 2026, and investors chose a three-year interval for advisory votes on executive compensation.

Were Tempus AI’s 2026 director nominees elected by shareholders?

Yes, all nine director nominees were elected. Class A and Class B stockholders, voting together as a single class, approved each nominee to serve until the 2027 annual meeting and until a successor is elected or earlier departure.

Did Tempus AI (TEM) shareholders approve PricewaterhouseCoopers as auditor for 2026?

Yes, shareholders ratified PricewaterhouseCoopers LLP as auditor for 2026. The proposal received 262,396,207 votes for, 90,662 against, and 65,045 abstentions, confirming PwC as the independent registered public accounting firm for the fiscal year ending December 31, 2026.

How often will Tempus AI hold advisory votes on executive compensation?

Tempus AI will hold advisory votes on executive pay every three years. In the frequency vote, 191,972,032 votes supported a three-year schedule, and the board decided to follow this preference until the next required frequency vote occurs.

How do Tempus AI’s Class A and Class B shares differ in voting power?

Class A shares have one vote; Class B shares have 30 votes each. At the 2026 annual meeting, Class A and Class B stockholders voted together as a single class, with this weighting affecting total voting power on each proposal.

What was the outcome of Tempus AI’s say-on-pay frequency vote options?

Shareholders favored a three-year say-on-pay frequency. The vote results were 42,744,443 for one year, 115,765 for two years, 191,972,032 for three years, with 278,784 abstentions and 27,440,890 broker non-votes reported.

Filing Exhibits & Attachments

3 documents

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