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    SEC Form 8-K filed by Tempus AI Inc.

    5/23/25 6:31:57 AM ET
    $TEM
    Computer Software: Programming Data Processing
    Technology
    Get the next $TEM alert in real time by email
    8-K
    false 0001717115 0001717115 2025-05-20 2025-05-20
     
     

    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 20, 2025

     

     

    Tempus AI, Inc.

    (Exact name of Registrant as Specified in Its Charter)

     

     

     

    Delaware   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 2025 Annual Meeting of Stockholders (the “Annual Meeting”) on May 20, 2025. 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, 2025.

    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 2026 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

         232,428,831        10,652,429        16,157,514  

    Peter J. Barris

         231,351,586        11,729,674        16,157,514  

    Eric D. Belcher

         240,323,799        2,757,461        16,157,514  

    Jennifer A. Doudna, Ph.D.

         231,800,837        11,280,423        16,157,514  

    David R. Epstein

         231,738,670        11,342,590        16,157,514  

    Wayne A.I. Frederick, M.D.

         240,255,211        2,826,049        16,157,514  

    Scott Gottlieb, M.D.

         231,702,607        11,378,653        16,157,514  

    Theodore J. Leonsis

         231,044,224        12,037,036        16,157,514  

    Nadja West, M.D.

         231,670,196        11,411,064        16,157,514  

    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, 2025. The final voting results are as follows:

     

    Votes For

     

    Votes Against

     

    Abstentions

    258,785,082   257,488   196,204

    Proposal 3. Approval of Reincorporation.

    The Company’s Class A stockholders and Class B stockholders, voting together as a single class, approved the reincorporation of the Company from the State of Delaware to the State of Nevada by conversion (the “Reincorporation”). The Company’s Board of Directors retains the discretion to abandon the Reincorporation. If completed, upon the completion of the Reincorporation, the Company will become a Nevada corporation and will continue to operate its business under its current name, “Tempus AI, Inc.” The final voting results are as follows:

     

    Votes For

     

    Votes Against

     

    Abstentions

     

    Broker Non-Votes

    229,810,726   13,226,368   44,166   16,157,514

     


    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 23, 2025  
        By:  

    /s/ James Rogers

          James Rogers
          Chief Financial Officer
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