1 nominee · 6 ballot items.
Election of Geoff Nichol; Advisory vote on named executive officer compensation; Ratification of Ernst & Young LLP as independent registered public accounting firm; Rights Plan Proposal; Nasdaq Proposal (Asset Purchase Agreement and related matters); Incentive Plan Amendment to increase share reserve and ISO limit.
Election of Geoff Nichol as a Class I director to hold office until the 2028 annual meeting (subject to resignation if required by the Contemplated Transactions).
Non-binding advisory vote on the compensation of Tempest’s named executive officers as disclosed in this proxy statement.
Ratification of the selection of Ernst & Young LLP as Tempest’s independent registered public accounting firm for the fiscal year ending December 31, 2025.
Approval of Tempest’s limited duration stockholder rights plan (the Rights Plan), including its amendments and extension.
Stockholder approval of the asset purchase agreement with Erigen and Factor, including issuance of 8,268,495 shares of common stock and related Nasdaq listing considerations.
Amendment to the Amended and Restated 2023 Equity Incentive Plan to increase the share reserve by 1,410,000 and set the ISO limit at 7,000,000 shares, conditioned on Nasdaq approval.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Versant Venture Management, LLC | 1.82% | 269,772 | $442K |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 1.58% | 233,888 | $384K |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 0.49% | 72,215 | $118K |
| 4 | VANGUARD FIDUCIARY TRUST CO | 0.47% | 68,908 | $113K |
| 5 | BlackRock, Inc. | 0.26% | 39,068 | $64K |
| 6 | FMR LLC | 0.22% | 33,225 | $54K |
| 7 | SABBY MANAGEMENT, LLC | 0.12% | 17,856 | $29K |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 0.10% | 14,775 | $24K |
| 9 | NORTHERN TRUST CORP | 0.09% | 14,053 | $23K |
| 10 | DIMENSIONAL FUND ADVISORS LP | 0.08% | 11,444 | $19K |
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