Tempus Ai Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine directors nominated by the Board to serve until the next annual meeting and their successors.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Advisory Vote on the Frequency of Solicitation of Advisory Stockholder Approval of Executive Compensation

   ManagementBoard: FOR

   Non-binding advisory vote to indicate whether future advisory votes to approve executive compensation (say-on-pay) should occur every one, two, or three years (Board recommends three years).

   More detail

   This advisory proposal asks stockholders to indicate, on a non-binding basis, whether the Company should hold future advisory votes to approve executive compensation every one, two, or three years (the "say-on-frequency" choice that will determine how often the Board solicits a say-on-pay vote). Management explains that the first binding-style say-on-pay vote will occur in 2027 and stresses that the outcome of this advisory frequency vote is non-binding, though the Board and the Compensation Committee will carefully consider the results in setting future practice. The Board recommends a triennial (three-year) frequency, arguing it is the most appropriate balance between meaningful shareholder input and allowing time for the Company’s long-term compensation programs—particularly performance-based, multi-year equity awards—to mature and produce measurable outcomes. A three-year vote cadence aligns with the Company’s use of multi-year performance-based RSUs (PSUs) tied to multi-year revenue growth and relative TSR metrics, reducing the risk that short-term fluctuations drive compensation decisions. For governance-focused investors, a triennial recommendation may be seen as limiting immediate accountability compared with annual votes; however, management underscores that the vote remains advisory and the Board will consider stockholder sentiment. The Committee’s deference to a three-year cycle likely reflects an intent to reduce administrative and engagement costs and to provide stability and predictability for long-term incentive design, while still retaining responsiveness to major shareholder concerns. If stockholders prefer more frequent input, they can vote for one- or two-year frequencies; the Board has committed to give weight to the prevailing stockholder preference even though it is not legally bound. In evaluating the proposal, analysts should weigh the Company’s governance posture, the structure of its 2025 PSUs and RSUs, and recent shareholder returns and engagement history to assess whether a triennial cadence appropriately balances accountability and long-term incentive effectiveness.

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When is the Tempus Ai Inc 2026 annual meeting?

Tempus Ai Inc (TEM) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.

What is the record date for the Tempus Ai Inc 2026 meeting?

The record date for the Tempus Ai Inc 2026 meeting is Friday, March 27, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 9 director nominees at the Tempus Ai Inc 2026 meeting, listed with their independence status and background.

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

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