Tempest Therapeutics (TPST) Proxy Filing summary

Executive summary

• A special meeting of stockholders is scheduled for December 3, 2024, to vote on a reverse stock split proposal, with the meeting held virtually and accessible online.

• The reverse stock split would combine between 2 and 15 shares of common stock into one, with the exact ratio and timing determined by the Board within one year of the meeting.

• The Board has discretion to implement or abandon the reverse split after stockholder approval, and the split aims to improve marketability, liquidity, and maintain Nasdaq listing.

• No other matters are scheduled for a vote at the meeting.

Voting matters and shareholder proposals

• The sole proposal is to approve alternate amendments to the Restated Certificate of Incorporation to effect a reverse stock split at a ratio of 1-for-2 to 1-for-15, at the Board's discretion.

• Approval requires a majority of votes cast at the meeting; abstentions have no effect, and brokers may vote uninstructed shares as the proposal is considered routine.

• Stockholders may vote online, by phone, mail, or during the virtual meeting; beneficial owners must follow their broker's instructions.

• Stockholder proposals for the 2025 annual meeting must be submitted between February 13 and March 15, 2025, or by December 24, 2024, for inclusion in proxy materials.

Board of directors and corporate governance

• The Board unanimously approved the reverse stock split proposal and retains authority to select the ratio or abandon the split.

• The Board may use the increased number of authorized but unissued shares for business or financial purposes.