Personalis Inc

1. 1

   Merger Proposal

   ManagementBoard: FOR

   Adopt the July 20, 2026 Agreement and Plan of Merger with Tempus AI, Inc., Aviary Development, Inc., Toucan Development, LLC and Personalis, and approve the related transactions, including the two-step mergers under which Personalis will become a wholly owned subsidiary of Tempus and Personalis stockholders will receive merger consideration consisting primarily of Tempus Class A common stock, with possible cash consideration.

   More detail

   Proposal 1 asks stockholders to adopt the Merger Agreement among Personalis, Tempus and Tempus’s two merger subsidiaries. The transaction uses a two-step structure in which Merger Sub I merges with Personalis and Personalis then merges with Merger Sub II. Personalis would ultimately become a wholly owned subsidiary of Tempus operating as “Personalis, LLC,” while Personalis Common Stock would be delisted and deregistered. Eligible stockholders would receive Tempus Class A common stock based on an exchange ratio of 0.3356 when Tempus’s defined stock price is at or below $48.42, or $16.25 divided by that stock price when it is higher. Tempus may elect to pay cash for up to 50% of the eligible Personalis shares at $16.25 per share, subject to a tax-driven reduction ensuring that at least 40% of aggregate consideration remains stock. The proposal is a condition to closing and requires approval by holders of a majority of the outstanding Personalis Common Stock. The transaction also includes appraisal rights for dissenting stockholders, a potential Personalis termination right if the Tempus Stock Price falls below $46.00, and regulatory and listing conditions. The Board’s recommendation was based on the negotiated $16.25 implied value, strategic benefits from combining Personalis’s MRD technology with Tempus’s commercial, data and AI capabilities, access to Tempus’s resources, and the Board’s assessment that the transaction offered superior risk-adjusted value to standalone operations or competing alternatives. The Board unanimously recommends voting FOR the Merger Proposal.

2. 2

   Non-Binding Advisory Vote on Merger Compensation Proposal

   ManagementBoard: FOR

   Approve, on a nonbinding advisory basis, compensation that will or may become payable by Personalis to its named executive officers in connection with the mergers.

   More detail

   Proposal 2 asks stockholders to approve executive compensation connected to the Mergers in a nonbinding advisory vote. The covered compensation is disclosed under Item 402(t) and includes severance, accelerated or merger-related equity vesting, and continued benefits for the named executive officers. The principal named executive officers identified are Christopher Hall, Richard Chen and Aaron Tachibana. The estimated aggregate amounts are approximately $12.75 million for Mr. Hall, $5.37 million for Dr. Chen and $4.83 million for Mr. Tachibana, assuming a qualifying termination immediately after closing and other stated assumptions. The arrangements include double-trigger severance provisions requiring a qualifying termination after the change in control, as well as accelerated vesting of specified equity awards and COBRA benefits. Personalis states that the arrangements were adopted and approved before discussions concerning the Mergers and were approved by a Compensation Committee composed solely of independent directors. Management characterizes the arrangements as reasonable and consistent with marketplace norms and seeks stockholder approval to satisfy the advisory say-on-golden-parachute requirement under Section 14A of the Exchange Act. Approval is not a condition to closing and will not bind Personalis, the Board or Tempus, so the executives remain eligible under the contractual arrangements regardless of the vote. The Board unanimously recommends voting FOR the proposal.

3. 3

   Adjournment Proposal

   ManagementBoard: FOR

   Authorize one or more adjournments of the Personalis Special Meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Proposal or to provide required supplemental materials.

   More detail

   Proposal 3 asks stockholders to authorize one or more adjournments of the Special Meeting. The principal purpose is to allow Personalis to solicit additional proxies if the Merger Proposal lacks sufficient support at the scheduled meeting. The authorization may also be used to provide stockholders with a required supplement or amendment to the proxy statement/prospectus within an adequate period before voting. The proposal is procedurally separate from the Merger Proposal, so stockholders may support one and oppose the other. Approval requires the affirmative vote of a majority of the outstanding shares represented in person or by proxy at the meeting. Abstentions have the effect of votes against the Adjournment Proposal, while failures to vote have no effect under the stated voting rules. The proposal does not itself approve the Mergers and is not a condition to their consummation. Personalis stated that it does not intend to call a vote on adjournment if the Merger Proposal has already been approved. The Board unanimously recommends voting FOR the Adjournment Proposal.

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When is the Personalis Inc 2026 special meeting?

Personalis Inc (PSNL) holds its 2026 special shareholder meeting on Monday, November 30, 2026.

What is the record date for the Personalis Inc 2026 meeting?

The record date for the Personalis Inc 2026 meeting is Thursday, October 15, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Personalis Inc's 2026 meeting?

The board is presenting 7 director nominees at the Personalis Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Personalis Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Personalis Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.