Tempest Therapeutics (TPST) Proxy filing summary

Executive summary

• A special meeting of stockholders is scheduled for July 27, 2026, to vote on amending the certificate of incorporation.

• The proposed amendment aims to replace specified supermajority voting requirements with majority standards and permit stockholder action by written consent.

• The board unanimously recommends approval, citing alignment with modern governance practices and increased stockholder participation.

• If approved, the amendment will be filed with the Delaware Secretary of State and may trigger conforming bylaw changes.

Voting matters and shareholder proposals

• The sole proposal is to approve a certificate amendment eliminating certain supermajority voting provisions and allowing written consent by stockholders.

• Approval requires at least 75% of votes entitled to be cast in any annual election of directors.

• Stockholders may vote online, by phone, mail, or during the virtual meeting; beneficial owners must follow broker instructions.

• Stockholder proposals for the 2026 annual meeting must be submitted between September 29 and October 29, 2026, or by September 8, 2026, for inclusion in proxy materials.

Board of directors and corporate governance

• The board has reviewed and unanimously approved the proposed amendments, considering them in the best interests of the company and stockholders.

• The amendment would allow stockholder action by written consent with a majority vote and lower certain governance thresholds.