Tempus AI (TEM) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for May 20, 2025, to be held virtually, with voting available online, by phone, or by mail.

• Three key proposals: election of nine directors, ratification of PricewaterhouseCoopers LLP as auditor, and approval of reincorporation from Delaware to Nevada.

• Only holders of Class A or Class B common stock as of March 25, 2025, are eligible to vote, with Class B shares carrying 30 votes per share.

Voting matters and shareholder proposals

• Proposal 1: Elect nine directors to serve until the next annual meeting.

• Proposal 2: Ratify PricewaterhouseCoopers LLP as independent auditor for fiscal year ending December 31, 2025.

• Proposal 3: Approve reincorporation from Delaware to Nevada by conversion, with no change to business operations or management.

• Shareholders may submit proposals for the 2026 annual meeting between January 20 and February 19, 2026.

Board of directors and corporate governance

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

• Majority of directors are independent per Nasdaq standards; committees include Audit, Compensation, Nominating and Corporate Governance, and Executive.

• Board leadership structure allows CEO to serve as Chair; board actively oversees risk, strategy, and ESG initiatives.

• Board and committee meetings had strong attendance in 2024.