Tempus AI, Inc.
For the period ended May 20, 2025. Filed Apr 7, 2025.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 20, 2025 · Filed Apr 7, 2025
Contents
Cover page
Show cover page
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
|---|
| ☒ | Definitive Proxy Statement |
|---|
| ☐ | Definitive Additional Materials |
|---|
| ☐ | Soliciting Material under § 240.14a-12 |
|---|
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|
| ☐ | Fee paid previously with preliminary materials |
|---|
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
|---|
Tempus AI, Inc.
600 West Chicago Avenue, Suite 510
Chicago, Illinois 60654
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 20, 2025 at 1:30 p.m. Central Time
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Tempus AI, Inc., a Delaware corporation (the “Company”). The meeting will be held on Tuesday, May 20, 2025 at 1:30 p.m. Central Time. The Annual Meeting will be a virtual meeting of stockholders, which will be conducted only via a live audio webcast. You will be able to attend the Annual Meeting, submit your questions and vote online during the meeting by visiting www.virtualshareholdermeeting.com/TEM2025. A complete list of record stockholders will be available at our corporate headquarters, located at 600 West Chicago Avenue, Suite 510, Chicago, Illinois 60654, upon request by emailing investorrelations@tempus.com, for examination by any stockholder for any purpose germane to the Annual Meeting for a period of ten days ending on the day before the Annual Meeting date. The meeting will be held for the following purposes:
| 1. | To elect nine directors, as nominated by our Board of Directors, to serve until the next annual meeting and their successors are duly elected and qualified, or until their earlier death, resignation or removal. |
| 2. | To ratify the appointment by the Audit Committee of the Board of Directors of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. |
| 3. | To approve the reincorporation of the Company from the State of Delaware to the State of Nevada by conversion. |
| 4. | To conduct any other business properly brought before the Annual Meeting or any adjournment or postponement thereof. |
These items of business are more fully described in the Proxy Statement accompanying this Notice.
The Annual Meeting will be held virtually through a live webcast. Stockholders of record at the close of business on March 25, 2025 and their proxy holders will be able to attend the Annual Meeting, submit questions and vote during the live webcast by visiting www.virtualshareholdermeeting.com/TEM2025 and entering the 16-digit Control Number included in your Notice of Internet Availability or in the instructions that you received via email. Please refer to the additional logistical details and recommendations in the accompanying Proxy Statement.
Only stockholders of record of the Company’s Class A common stock or Class B common stock at the close of business on March 25, 2025 and their proxy holders may vote at the Annual Meeting or any adjournment thereof.
By Order of the Board of Directors
/s/ Eric Lefkofsky
Eric Lefkofsky Chief Executive Officer, Founder and Chairman Chicago, Illinois
April 7, 2025
Important Notice Regarding the Availability of Proxy Materials for the Stockholders’ Meeting to Be Held on Tuesday, May 20, 2025 at 1:30 p.m. Central Time atwww.virtualshareholdermeeting.com/TEM2025.
The proxy statement and annual report to stockholders are available at
www.virtualshareholdermeeting.com/TEM2025 and www.proxyvote.com.
You are cordially invited to attend the meeting online. Whether or not you expect to attend the meeting, please vote over the telephone or the internet as instructed in these materials, or, if you receive a paper proxy card by mail, by completing and returning the proxy mailed to you, as promptly as possible in order to ensure your representation at the meeting. Even if you have voted by proxy, you may still vote online if you attend the meeting.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.