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Get filing alertsTempus AI stockholders elect nine directors, adopt three-year say-on-pay cycle
Filed May 22, 2026 · Period ending May 21, 2026 · ~1 min read
Key Changes
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Stockholders voted to hold say-on-pay votes every three years (81.8% support), shifting from the typical annual cycle and reducing near-term executive compensation oversight frequency.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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All nine director nominees elected to serve until 2027 annual meeting, with support ranging from 94.4% (Theodore Leonsis) to 99.5% (Eric Belcher). Votes For: 221.9M–234.0M; Withheld: 1.1M–13.3M; Broker Non-Votes: 27.4M.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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PricewaterhouseCoopers LLP ratified as auditor for fiscal 2026 with 99.9% support (262.4M For, 90,662 Against, 65,045 Abstentions).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
Tempus AI held its 2026 annual meeting on May 21, with stockholders approving all three proposals on the ballot. The most notable outcome was the adoption of a three-year say-on-pay frequency, meaning stockholders will vote on executive compensation every three years rather than annually.
While 81.8% supported this shift, it reduces the frequency of shareholder input on pay practices—a governance change worth noting for investors who value regular compensation oversight. The director slate passed without incident, with all nine nominees receiving strong majority support above 94%.
The lowest support went to Theodore Leonsis (94.4%) and Peter Barris (94.8%), while Eric Belcher and Wayne Frederick topped 99%. The auditor ratification was routine, passing with near-unanimous approval. Overall, this was a standard annual meeting with no contested votes or governance controversies, though the triennial say-on-pay cycle represents a modest step back from annual accountability on executive pay.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Tempus AI held its 2026 annual meeting, electing nine directors, ratifying PwC as auditor, and adopting a three-year say-on-pay frequency.
Added in current filing · verify on EDGAR →
One Year | Two Years | Three Years | Abstentions | Broker Non-Votes | 42,744,443 | 115,765 | 191,972,032 | 278,784 | 27,440,890
Stockholders voted on the frequency of future advisory votes on executive compensation. The three-year option received 81.8% support (191,972,032 out of 235,111,024 votes cast excluding broker non-votes). The Board adopted this result, meaning say-on-pay votes will occur every three years going forward. The one-year option received 18.2% support while the two-year option was negligible.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Name | Votes For | Votes Withheld | Broker Non-Votes | Eric Lefkofsky | 226,135,852 | 8,975,172 | 27,440,890 Peter J. Barris 222,831,790 | 12,279,234 | 27,440,890 Eric D. Belcher 234,038,276 | 1,072,748 | 27,440,890 Jennifer A. Doudna, Ph.D. 224,783,110 | 10,327,914 | 27,440,890 David R. Epstein 224,807,690 | 10,303,334 | 27,440,890 Wayne A.I. Frederick, M.D. 233,484,795 | 1,626,229 | 27,440,890 | Scott Gottlieb, M.D. | 224,764,082 | 10,346,942 | 27,440,890 Theodore J. Leonsis 221,850,699 | 13,260,325 | 27,440,890 | Nadja West, M.D. | 224,795,291 | 10,315,733 | 27,440,890
Stockholders elected all nine director nominees to serve until the 2027 annual meeting. Support ranged from 94.4% to 99.5% of votes cast (For divided by For plus Withheld). The lowest support went to Theodore Leonsis (94.4%) and Peter Barris (94.8%), while Eric Belcher and Wayne Frederick received the highest support at 99.5% and 99.3% respectively. All directors received strong majority support with no contested outcomes.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify