UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| 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 | ||||||