Tempest Therapeutics special meeting adjourned again without sufficient votes on charter amendment proposal
On October 14, 2026, Tempest Therapeutics reconvened its special meeting of stockholders to vote on a proposed Certificate of Amendment to replace supermajority voting requirements and permit stockholder action by written consent, but lacked sufficient votes to approve the proposal. The Company again adjourned the meeting; the meeting will reconvene on November 12, 2026 at 2:00 p.m. Eastern Time via live webcast. The Proposal requires the affirmative vote of at least 75% of votes entitled to be cast.
Key takeaways
Meeting status: Special meeting originally convened on July 27, 2026 has been adjourned four times (August 17, 2026; September 15, 2026; October 14, 2026) due to lack of sufficient votes to approve the charter amendment proposal.
Quorum: 11,004,101 shares, or 74.3% of 14,806,997 shares of common stock outstanding as of the May 28, 2026 record date, were present or represented, constituting a quorum; however, the 75% supermajority required to approve the Proposal was not achieved.
Proposal detail: Certificate of Amendment to the Restated Certificate of Incorporation to replace specified supermajority voting requirements and permit stockholder action by written consent.
Reconvened meeting: Scheduled for November 12, 2026 at 2:00 p.m. Eastern Time via virtual webcast at www.virtualshareholdermeeting.com/TPST2026SM2; record date remains May 28, 2026 and previously submitted proxies remain valid unless revoked.
Proxy solicitor: Sodali & Co. has been engaged to assist with obtaining adequate votes.
Filing structure: Item 5.07 incorporates by reference the Item 8.01 disclosure describing the adjournment.
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