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Get filing alertsTempest adjourns special meeting to Sept 15 after failing to reach 75% vote threshold
Filed August 18, 2026 · Period ending August 17, 2026 · ~1 min read
Key Changes
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high
Governance proposal to eliminate supermajority voting requirements and permit written consent fell short of required 75% approval threshold despite 71.6% quorum.
Item 8.01 verify on EDGAR → -
medium
Special meeting adjourned from Aug 17 to Sept 15 to allow additional stockholder voting time and facilitate broader participation.
Item 8.01 verify on EDGAR → -
medium
Proposal seeks to reduce governance barriers by replacing supermajority requirements with simpler voting thresholds and enabling stockholder action by written consent.
Item 8.01 verify on EDGAR →
Summary
Tempest Therapeutics held a special meeting on August 17, 2026 to vote on governance changes that would eliminate certain supermajority voting requirements and allow stockholders to act by written consent. While the meeting achieved a quorum with 10,601,849 shares (71.6% of outstanding) represented, the proposal requires approval from 75% of votes entitled to be cast in director elections—a threshold the company did not reach. Management adjourned the meeting to September 15, 2026 to provide additional time for stockholders to vote.
The proposed changes would make it easier for stockholders to take action by lowering governance barriers currently embedded in the certificate of incorporation. The adjournment suggests management remains committed to passing the proposal but needs broader stockholder participation to clear the supermajority hurdle. Retail holders should watch whether the company can mobilize sufficient support by the September deadline.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
8-K filing appears incomplete or truncated with no substantive disclosure beyond Item 5.07 header.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
Item 5.07 Submission of Matters to a Vote of Security Holders. The information disclosed in
The 8-K filing contains only a header for Item 5.07 (shareholder vote results) with no actual vote tallies, proposal descriptions, or meeting details disclosed. The text cuts off mid-sentence after 'The information disclosed in', suggesting the filing may be incomplete, truncated, or improperly formatted.
Event · Item 8.01 — Other Events
Tempest adjourned its special meeting to Sept 15 due to insufficient votes on a governance proposal requiring 75% approval.
Added in current filing · verify on EDGAR →
At the Special Meeting, a total of 10,601,849 shares, or 71.6% of the 14,806,997 shares of common stock outstanding as of May 28, 2026, the record date for the Special Meeting, were present virtually or represented by proxy, constituting a quorum. However, because there were not sufficient votes to approve the Proposal at the time of the Special Meeting, the Company decided to adjourn the Special Meeting to provide stockholders with additional time to vote and to facilitate broader participation.
Tempest's special meeting on August 17, 2026 achieved a quorum with 71.6% of shares represented, but lacked sufficient votes to pass the governance proposal. The company adjourned the meeting to September 15, 2026 to allow more time for stockholder voting.
Added in current filing · verify on EDGAR →
The purpose of the Special Meeting is to approve a Certificate of Amendment to the Company’s Restated Certificate of Incorporation to replace specified supermajority voting requirements and permit stockholder action by written consent
The proposal seeks to eliminate certain supermajority voting requirements and allow stockholders to act by written consent rather than requiring formal meetings. These changes would make it easier for stockholders to take action and reduce governance barriers.
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Figures/quotes linked to EDGAR · Narrative written by AI · Aug 18, 2026 · How we verify