8-K: Terns Pharmaceuticals Stockholders Elect Directors and Ratify Auditor at 2025 Annual Meeting

Terns Pharmaceuticals, Inc. announced the successful election of three Class I directors and the ratification of Ernst & Young LLP as its independent auditor at its 2025 Annual Meeting of Stockholders.

Summary

• Terns Pharmaceuticals, Inc. held its 2025 Annual Meeting of Stockholders on June 11, 2025.
• Stockholders voted on two proposals, which were detailed in the company's definitive proxy statement on Schedule 14A filed with the SEC on April 29, 2025.
• As of the record date, April 14, 2025, there were 87,336,770 shares of the company's common stock outstanding and entitled to vote.
• Proposal 1, the election of three Class I directors to hold office until the 2028 annual meeting of stockholders, was approved for all nominees:
• Robert Azelby received 56,358,242 votes For, 3,225,398 votes Withheld, and 6,689,963 broker non-votes.
• Hongbo Lu received 52,030,583 votes For, 7,553,057 votes Withheld, and 6,689,963 broker non-votes.
• Heather Turner received 58,295,970 votes For, 1,287,670 votes Withheld, and 6,689,963 broker non-votes.
• Proposal 2, the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, was approved with 64,832,661 votes For, 28,464 votes Against, and 1,412,478 Abstentions. No broker non-votes were recorded for this proposal.

Sentiment

Score: 7

Explanation: The document reports the successful completion of routine corporate governance matters, including the election of directors and ratification of the auditor, with strong shareholder support for both proposals. This indicates stable and expected operational governance.

Positives

• All three nominated Class I directors were successfully elected with significant shareholder support, indicating confidence in the proposed board composition.
• The appointment of Ernst & Young LLP as the independent auditor was overwhelmingly ratified, suggesting strong shareholder approval for the company's financial oversight.

Future Outlook

NA

Industry Context

NA

Management Changes

Corporate Governance

Stakeholder Impact

• Shareholders: The election of directors and ratification of the auditor directly impacts shareholders by confirming the company's leadership and financial oversight. The voting results demonstrate shareholder participation and approval of these key governance items.
• Management/Employees: The election of directors provides stability in leadership.
• Auditors: Ernst & Young LLP's appointment is confirmed for the fiscal year.

Next Steps

• The elected Class I directors will hold office until the 2028 annual meeting of stockholders.
• Ernst & Young LLP will serve as the independent registered public accounting firm for the fiscal year ending December 31, 2025.

Key Dates

Keywords

Terns Pharmaceuticals, SEC filing, 8-K, Annual Meeting, Stockholders, Director Election, Auditor Ratification, Corporate Governance, TERN, Nasdaq