Tempest Therapeutics (TPST) Proxy filing summary

Executive summary

• A special meeting of stockholders is scheduled for July 27, 2026, to vote on a single proposal regarding amendments to the certificate of incorporation.

• The proposed amendment aims to replace specified supermajority voting requirements with majority-of-outstanding 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 of Amendment to the Restated Certificate of Incorporation, eliminating certain supermajority voting provisions and allowing stockholder action by written consent.

• 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 obtain a proxy from their broker to vote online.

• 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 determined that the current supermajority and written consent restrictions may unduly limit stockholder participation and recommends modernization.

• The amendment would allow bylaw changes by a majority of directors or stockholders, replacing higher thresholds.

• Special meetings may only be called by the board or CEO, not by stockholders.