Tempest Therapeutics (NASDAQ: TPST) delays vote on 75% charter amendment
Rhea-AI Filing Summary
Tempest Therapeutics, Inc. convened a special meeting of stockholders on July 27, 2026 to vote on a Certificate of Amendment to its Restated Certificate of Incorporation that would replace specified supermajority voting requirements and permit stockholder action by written consent.
A quorum was achieved, with 10,031,446 shares, or 67.7% of the 14,806,997 shares of common stock outstanding as of May 28, 2026, present or represented by proxy, but there were not sufficient votes to approve the proposal. The meeting was adjourned and will reconvene on August 17, 2026 at 12:00 p.m. Eastern Time via live webcast. Approval requires the affirmative vote of at least 75% of the votes all stockholders would be entitled to cast, and the May 28, 2026 record date and previously submitted proxies remain in effect unless properly revoked.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 5.07, 8.01
2 items
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.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Key Figures
Shares represented at Special Meeting: 10,031,446 shares
Representation as percentage of outstanding: 67.7%
Shares outstanding on record date: 14,806,997 shares
+3 more
6 metrics
Shares represented at Special Meeting
10,031,446 shares
Shares present virtually or by proxy at the July 27, 2026 Special Meeting
Representation as percentage of outstanding
67.7%
Portion of outstanding common stock represented at the Special Meeting
Shares outstanding on record date
14,806,997 shares
Common stock outstanding as of May 28, 2026, the record date
Approval threshold for proposal
75%
Affirmative votes required of all votes entitled to be cast in an annual election
Record date
May 28, 2026
Date used to determine stockholders eligible to vote at the Special Meeting
Reconvened meeting date and time
August 17, 2026 12:00 p.m. Eastern Time
Scheduled time for the reconvened Special Meeting via live webcast
Key Terms
supermajority voting requirements, stockholder action by written consent, quorum, record date, +1 more
5 terms
supermajority voting requirements regulatory
"to replace specified supermajority voting requirements and permit stockholder action"
stockholder action by written consent regulatory
"and permit stockholder action by written consent in the form attached"
quorum regulatory
"were present virtually or represented by proxy, constituting a quorum"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
record date regulatory
"outstanding as of May 28, 2026, the record date for the Special Meeting"
The record date is the specific day when a company determines which shareholders are eligible to receive a dividend or participate in an upcoming vote. It’s like a cutoff date; if you own the stock on that day, you get the benefits or voting rights. This date matters because it decides who qualifies for certain company benefits.
proxy solicitation firm financial
"engaged Sodali & Co., a proxy solicitation firm to assist with obtaining"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What was the purpose of Tempest Therapeutics (TPST) special stockholder meeting?
The meeting sought approval of a Certificate of Amendment to Tempest’s Restated Certificate of Incorporation to replace specified supermajority voting requirements and allow stockholder action by written consent, as described in the proxy statement for the Special Meeting.
Why did Tempest Therapeutics (TPST) adjourn its Special Meeting and when will it reconvene?
The meeting was adjourned because there were not sufficient votes to approve the governance proposal. It will reconvene on August 17, 2026 at 12:00 p.m. Eastern Time via live webcast at www.virtualshareholdermeeting.com/TPST2026SM2.
What stockholder approval level does TPST’s charter amendment proposal require?
The proposal requires the affirmative vote of at least 75% of the votes that all stockholders would be entitled to cast in any annual election of directors or class of directors, reflecting a high supermajority approval threshold for this governance change.
What is the record date for voting at Tempest Therapeutics (TPST) reconvened Special Meeting?
The record date remains May 28, 2026. Only holders of Tempest common stock at the close of business on that date are entitled to vote at the reconvened Special Meeting, using previously distributed access codes and voting materials.
Do TPST stockholders need to take action if they already voted on the proposal?
Stockholders who already submitted a proxy or voted and do not wish to change their vote need not take any action. Their previously submitted proxies will be voted at the reconvened Special Meeting unless properly revoked beforehand.
Where can TPST investors find the proxy materials for the Special Meeting?
Tempest filed a definitive proxy statement and related documents with the SEC. Stockholders can obtain them free of charge at www.sec.gov or via Tempest’s website at https://www.tempesttx.com under the investor or governance sections.