Tempest Therapeutics (TPST) Proxy filing summary

Executive summary

• Virtual annual meeting set for November 9, 2026; record date October 23, 2026, with four proposals covering director elections, auditor ratification and two share-issuance approvals.

• The two issuance proposals seek Nasdaq approval for potential Lincoln Park sales above the 19.99% exchange cap and exercise of private-placement warrants; both could dilute existing holders.

Voting matters and shareholder proposals

• Proposal 1 asks stockholders to elect John David Yee and William Drake Richey to three-year terms ending at the 2029 annual meeting; the Board recommends FOR both nominees.

• Proposal 2 seeks ratification of Ernst & Young LLP for FY2026; Proposals 3 and 4 seek approval of Lincoln Park issuances and warrant-share issuances, respectively. The Board recommends FOR all three.

• Proposals 2–4 require a majority of votes cast; director nominees are elected by the highest FOR vote totals. Proposals 1, 3 and 4 are non-routine for broker voting; Proposal 2 is routine.

• Stockholder nominations or other proposals for the 2027 annual meeting generally must be received July 12–August 11, 2027; Rule 14a-8 proposals are due June 28, 2027.

Board of directors and corporate governance

• The Board has five members across three classes; nominees Yee and Richey joined in 2026, alongside directors Nancy Freda-Smith, John Frederick and Matthew Angel.

• All directors except CEO and Chair Matthew Angel were determined independent; Richey serves as Lead Independent Director, presiding over independent sessions and leading CEO performance, compensation and succession discussions.

• Angel became Board Chair in July 2026 while retaining the CEO role; the Board cites his operating knowledge and the independent Lead Director and committee structure as counterbalances.

• The Board dissolved its Science & Technology Committee in 2026; the Nominating and Corporate Governance Committee oversees governance, environmental and sustainability efforts, and related disclosures.