Business Context and Reporting Period
This Form 8-K reports the results of the 2025 Annual Meeting of Stockholders held by Tempus AI, Inc. on May 20, 2025. The filing details the voting outcomes for director elections, auditor ratification, and a proposed reincorporation from Delaware to Nevada.
Key Financial Metrics
This filing is a current report regarding corporate governance and does not contain financial performance data. The text does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes and Voting Results
The following material matters were submitted to a vote of security holders:
- Proposal 1: Election of Directors. All nine nominees were elected to serve until the 2026 Annual Meeting. Voting was conducted with Class A stockholders having one vote per share and Class B stockholders having 30 votes per share.
- Eric Lefkofsky: 232,428,831 votes for; 10,652,429 votes withheld.
- Peter J. Barris: 231,351,586 votes for; 11,729,674 votes withheld.
- Eric D. Belcher: 240,323,799 votes for; 2,757,461 votes withheld.
- Jennifer A. Doudna, Ph.D.: 231,800,837 votes for; 11,280,423 votes withheld.
- David R. Epstein: 231,738,670 votes for; 11,342,590 votes withheld.
- Wayne A.I. Frederick, M.D.: 240,255,211 votes for; 2,826,049 votes withheld.
- Scott Gottlieb, M.D.: 231,702,607 votes for; 11,378,653 votes withheld.
- Theodore J. Leonsis: 231,044,224 votes for; 12,037,036 votes withheld.
- Nadja West, M.D.: 231,670,196 votes for; 11,411,064 votes withheld.
- Proposal 2: Ratification of Auditor. Stockholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
- Votes For: 258,785,082
- Votes Against: 257,488
- Abstentions: 196,204
- Proposal 3: Approval of Reincorporation. Stockholders approved the reincorporation of the Company from the State of Delaware to the State of Nevada by conversion. The Company will continue to operate under the name "Tempus AI, Inc." The Board retains discretion to abandon the Reincorporation.
- Votes For: 229,810,726
- Votes Against: 13,226,368
- Abstentions: 44,166
- Broker Non-Votes: 16,157,514
Guidance, Outlook, and Risks
The filing does not contain management commentary, financial guidance, or specific risk factors beyond the standard disclosure that the Board retains the discretion to abandon the proposed reincorporation.
Key Facts for Investor Verification
- Verify the effective date and legal requirements for the reincorporation from Delaware to Nevada.
- Confirm the continued tenure of the nine elected directors through the 2026 Annual Meeting.
- Note the significant disparity in voting power between Class A (1 vote/share) and Class B (30 votes/share) stockholders.
- Review the definitive proxy statement filed on April 7, 2025, for detailed biographies of directors and further context on the reincorporation rationale.