Tempus AI (TEM) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 21, 2026, to be held virtually, with voting on director elections, auditor ratification, and say-on-pay frequency.

• Only holders of Class A or Class B common stock as of March 27, 2026, are eligible to vote.

• Proxy materials are available online, and multiple voting methods are provided, including internet, phone, mail, and during the meeting.

Voting matters and shareholder proposals

• Shareholders will vote to elect nine directors, ratify PricewaterhouseCoopers LLP as auditor for 2026, and provide a non-binding advisory vote on the frequency of future say-on-pay votes.

• Board recommends voting for all director nominees, for auditor ratification, and for a three-year frequency for say-on-pay.

• Shareholder proposals for the 2027 meeting must be submitted by December 8, 2026, for proxy inclusion.

Board of directors and corporate governance

• Board consists of nine members with diverse backgrounds in technology, healthcare, academia, and investment.

• Majority of directors are independent per Nasdaq standards; committee memberships are structured for independence.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Executive Committees, each with defined charters.

• Board leadership structure allows flexibility; currently, the CEO also serves as Chair.

• Board emphasizes diversity, independence, and regular evaluation of governance practices.