DEF: Tempus AI Schedules 2026 Annual Meeting, Proposes Director Slate

Tempus AI, Inc. has announced its 2026 Annual Meeting of Stockholders, scheduled for May 21, 2026, to elect directors, ratify auditors, and vote on executive compensation frequency.

Summary

• Tempus AI, Inc. is holding its Annual Meeting of Stockholders virtually on May 21, 2026, at 1:30 p.m. Central Time.
• The meeting's agenda includes the election of nine directors, ratification of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2026, and an advisory vote on the frequency of future executive compensation votes.
• Stockholders of record as of March 27, 2026, are eligible to vote.
• The company's Board of Directors recommends voting FOR the election of all director nominees and FOR ratifying the auditor appointment.
• The Board also recommends voting for a three-year frequency for advisory votes on executive compensation.
• Proxy materials are available online, and stockholders can vote via internet, telephone, or mail prior to the meeting, or online during the virtual meeting.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as neutral to slightly positive, as it outlines standard corporate governance procedures and proposes a slate of experienced directors. While it does not contain new financial performance data, it demonstrates a commitment to transparency and shareholder engagement.

Positives

• The company is holding its annual meeting to ensure shareholder engagement and governance.
• A slate of nine directors is proposed, with the board unanimously recommending their election, indicating confidence in their leadership.
• PricewaterhouseCoopers LLP, a reputable accounting firm, is proposed for ratification, suggesting a commitment to financial transparency.
• The company is seeking shareholder input on the frequency of say-on-pay votes, demonstrating responsiveness to shareholder governance preferences.
• The virtual meeting format aims to increase accessibility and participation for stockholders.

Negatives

• The filing does not contain financial results for the most recent period, as it is a proxy statement focused on corporate governance and meeting logistics.
• The company's Adjusted EBITDA for 2025 was a loss of $7.4 million, although this is a non-GAAP measure and the filing notes a significant year-over-year improvement.

Risks

• The company's compensation policies, while designed to avoid excessive risk-taking, are subject to ongoing review and potential adjustments.
• Potential for broker non-votes on non-routine matters (director elections and executive compensation frequency) could impact voting outcomes if beneficial owners do not provide instructions.

Future Outlook

The filing does not provide specific forward-looking financial guidance but outlines the agenda for the 2026 Annual Meeting, including the election of directors and ratification of auditors for the fiscal year ending December 31, 2026. It also discusses the frequency of future say-on-pay votes, with the board recommending every three years.

Management Comments

• "We believe that, as a whole, our Board possesses the requisite skills and characteristics, leadership traits, work ethic, and independence to provide effective oversight."
• "Our Board welcomes input and suggestions from all interested parties, including stockholders."
• "The Board believes that our current CEO is best situated to serve as Chair of the Board."
• "The Compensation Committee has reviewed our compensation policies and practices... to assess whether they encourage employees to take excessive or inappropriate risks. After reviewing and assessing our compensation philosophy, policies and practices... the Compensation Committee has determined that any risks arising from our compensation policies and practices for our employees are not reasonably likely to create risks that have a material adverse effect on the Company."

Industry Context

StockSavvy.ai notes that Tempus AI's proxy statement reflects standard corporate governance practices for a publicly traded company in the biotechnology and healthcare technology sector, focusing on director elections, auditor ratification, and executive compensation policies. The company's engagement with its stockholders on these matters is typical for companies seeking to maintain investor confidence and comply with regulatory requirements.

Comparison to Industry Standards

• The proposed director nominees possess diverse backgrounds in technology, venture capital, healthcare, and public service, aligning with industry trends of seeking experienced and independent board members.
• The compensation structure, including base salary, annual bonuses tied to revenue and Adjusted EBITDA, and long-term performance-based RSUs tied to revenue growth and relative TSR, is consistent with practices at comparable companies in the life sciences and technology sectors.
• The company's peer group for compensation benchmarking (10x Genomics, C3.ai, GRAIL, Guardant Health, etc.) includes companies of similar size and industry focus, indicating a standard approach to competitive compensation analysis.

Corporate Governance

Related Party Transactions

• Sublease of office space to entities affiliated with CEO Eric Lefkofsky (Lightbank LLC, Lefkofsky Family Foundation, 346 Investment Partners) for aggregate income of $1.0 million as of December 31, 2025.
• Agreements with Pathos AI, Inc. (co-founded by CEO Eric Lefkofsky and CEO, Data Ryan Fukushima) for data licensing, subscription fees for Lens product, and analytical services, with aggregate payments to Tempus of $1.6 million in annual subscription fees and $4.2 million for organoid licenses, and $5.9 million for start-up services. Tempus also holds a warrant to purchase approximately 16.5% of Pathos equity.
• A significant agreement with AstraZeneca and Pathos for the development of a Foundation Model, involving a $35 million fee to Tempus from AstraZeneca and $200 million in data license fees from Pathos over three years, with an upfront payment of $50 million already received.
• An order form with Ottimo Pharma Limited (where Board member David Epstein is CEO and Chairman) for analytical services and access to Lens software, with a total fee of $250,000.
• An Independent Contractor Agreement with Iker Huerga (CEO of Pathos) for services related to a new commercial agreement, compensation in RSUs and PSUs.
• Chartering of an aircraft owned by an entity affiliated with CEO Eric Lefkofsky through a third-party management company, with approximately $0.5 million paid in fiscal year 2025.
• Equity grants to directors and executive officers are detailed in compensation sections.

Stakeholder Impact

• Shareholders: Voting rights on director elections, auditor ratification, and executive compensation frequency. Potential impact from compensation decisions and governance structure.
• Management and Employees: Compensation structures are designed to attract, retain, and motivate. Equity awards align interests with stockholders.
• Auditors (PricewaterhouseCoopers LLP): Appointment for fiscal year 2026 is subject to ratification, indicating oversight of financial reporting.
• Business Partners (e.g., AstraZeneca, Pathos): Ongoing collaborations and agreements are detailed, indicating significant business relationships and potential for future revenue or development.

Next Steps

• Stockholders will vote on the proposed director nominees, the ratification of PricewaterhouseCoopers LLP, and the frequency of future say-on-pay votes at the Annual Meeting on May 21, 2026.
• The company will file a Form 8-K with preliminary voting results within four business days after the Annual Meeting, and potentially another with final results if needed.
• Stockholder proposals for the 2027 Annual Meeting must be submitted by December 8, 2026, for inclusion in the proxy statement, or by specific dates in early 2027 for presentation at the meeting.

Key Dates

Recommendation

This filing is a routine proxy statement for an annual meeting and does not contain new financial performance data or significant strategic announcements that would warrant a buy or sell recommendation. It focuses on governance matters and director elections. Therefore, a 'hold' recommendation is appropriate, pending future financial disclosures.

Keywords

Tempus AI, Proxy Statement, Annual Meeting, DEF 14A, Director Election, Executive Compensation, PricewaterhouseCoopers, Corporate Governance, Stockholder Vote