Tempest Therapeutics (TPST) pushes key vote after missing 75% backing
Rhea-AI Filing Summary
Tempest Therapeutics, Inc. (TPST) reports that its reconvened special meeting of stockholders was called to order on August 17, 2026 to consider a proposal to amend its Restated Certificate of Incorporation. The amendment would replace specified supermajority voting requirements and permit stockholder action by written consent, as described in the previously distributed proxy statement. A quorum was present, with 10,601,849 shares represented out of 14,806,997 shares of common stock outstanding as of the May 28, 2026 record date. Because there were not enough votes to approve the proposal, the company adjourned the meeting to allow additional time for voting. The special meeting will reconvene on September 15, 2026 at 12:00 p.m. Eastern Time via live webcast, using the same access credentials. The proposal requires the affirmative vote of at least 75% of the votes entitled to be cast. The record date and previously submitted proxies remain in effect unless 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 outstanding as of record date: 14,806,997 shares
Shares present or represented: 10,601,849 shares
Quorum percentage: 71.6%
+3 more
6 metrics
Shares outstanding as of record date
14,806,997 shares
Common stock outstanding as of May 28, 2026, the record date for the special meeting
Shares present or represented
10,601,849 shares
Shares virtually present or represented by proxy at the August 17, 2026 special meeting session
Quorum percentage
71.6%
Portion of outstanding common stock present or represented at the August 17, 2026 session
Required approval threshold
75%
Affirmative votes of all votes entitled to be cast in an annual election of directors
Reconvened meeting date and time
September 15, 2026, 12:00 p.m. Eastern Time
Scheduled time for the reconvened special meeting via live webcast
Record date
May 28, 2026
Date for determining stockholder eligibility to vote at the special meeting
Key Terms
supermajority voting requirements, stockholder action by written consent, quorum, definitive proxy statement, +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
"to assist with obtaining adequate votes to achieve the required 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.
definitive proxy statement regulatory
"Tempest has filed a definitive proxy statement and other relevant documents"
A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.
proxy solicitation firm financial
"The Company has also engaged Sodali & Co., a proxy solicitation firm"
FAQ
What governance change is Tempest Therapeutics (TPST) seeking at the special meeting?
Tempest Therapeutics is seeking stockholder approval of a Certificate of Amendment to its Restated Certificate of Incorporation to replace specified supermajority voting requirements and to permit stockholder action by written consent, as detailed in its definitive proxy statement.
Why was Tempest Therapeutics’ August 17, 2026 special meeting adjourned?
The August 17, 2026 special meeting was adjourned because there were not sufficient votes at that time to approve the governance proposal, even though a quorum of 10,601,849 shares (71.6%) was present. The company is allowing more time for additional stockholder voting.
When will Tempest Therapeutics (TPST) reconvene its special meeting and how can stockholders attend?
The special meeting will reconvene on September 15, 2026 at 12:00 p.m. Eastern Time via live webcast at www.virtualshareholdermeeting.com/TPST2026SM2. Stockholders may use the same access code used for the originally scheduled July 27, 2026 meeting.
What voting threshold is required for Tempest Therapeutics’ proposal to pass?
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. This high threshold reflects the existing supermajority voting requirement the amendment seeks to replace.
Do Tempest Therapeutics (TPST) stockholders need to vote again for the reconvened special meeting?
Previously submitted proxies will remain valid and be voted at the reconvened September 15, 2026 meeting unless properly revoked. Stockholders who already voted and do not wish to change their vote do not need to take further action.
Who is assisting Tempest Therapeutics with proxy solicitation for the special meeting?
Tempest has engaged Sodali & Co., a proxy solicitation firm, to help obtain adequate votes. The firm is assisting in achieving the required quorum and approval threshold for the governance proposal at the special meeting.
AI-generated analysis. How Rhea-AI works. Not financial advice.
