{"schema_version":"secwatch.filing_event.v1","accession":"0000950170-23-027988","form_type":"8-K","ticker":"TERN","cik":"0001831363","company_name":"Terns Pharmaceuticals, Inc.","filed_at":"2023-06-14T23:59:59+00:00","discovered_at":"2026-05-14T18:03:40.977250+00:00","generated_at":"2026-06-14T01:32:09.515673+00:00","sec_items":["5.07"],"event_type":"other","sentiment":"neutral","materiality_score":0.1,"calibrated_materiality_score":0.1,"confidence":"high","headline":"Terns Pharmaceuticals stockholders elect three Class II directors, ratify E&Y as auditor","bullets":["David Fellows, Jill Quigley, and Radhika Tripuraneni elected as Class II directors with 39.5M, 40.1M, and 45.9M votes for, respectively.","Ratification of Ernst & Young as independent auditor for FY 2023 passed with 53.4M votes for, 1,549 against, 331 abstentions.","All director nominees received more votes for than withheld; broker non-votes of 7.4M shares on director election.","No other business items were presented; all proposals were approved as described in the April 28 proxy statement."],"urls":{"canonical":"https://secwatch.observer/filing/0000950170-23-027988","json":"https://secwatch.observer/filing/0000950170-23-027988.json","markdown":"https://secwatch.observer/filing/0000950170-23-027988.md","text":"https://secwatch.observer/filing/0000950170-23-027988.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1831363/000095017023027988/0000950170-23-027988-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1831363/000095017023027988/tern-20230612.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T01:32:09.515673+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"87af6dc2a3eb8f5b9e6f1f9cbd6d90ad0b21184b","claim":"Terns Pharmaceuticals, Inc. shareholders approved Ratification of selection of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2023 at the 2023-06-12 meeting.","evidence_excerpt":"Proposal 2 . The ratification of the selection, by the audit committee of the board of directors, of Ernst & Young LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2023: Votes For Votes Against Abstentions 53,416,393 1,549 331","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1831363/000095017023027988/0000950170-23-027988-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-12"}],"fact_type":"shareholder_vote"},{"claim_id":"c7e4686115f76a41c7f9236f545873c6413b6166","claim":"Terns Pharmaceuticals, Inc. shareholders approved Election of three Class II directors to hold office until the 2026 annual meeting at the 2023-06-12 meeting.","evidence_excerpt":"Proposal 1 . The election of three Class II directors to hold office until the 2026 annual meeting of stockholders or until their respective successor is elected: Nominee Votes For Votes Withheld Broker Non-Votes David Fellows 39,504,333 6,471,007 7,442,933 Jill Quigley, Esq. 40,103,150 5,872,190 7,442,933 Radhika Tripuraneni , M.D., M.P.H. 45,971,176 4,164 7,442,933","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1831363/000095017023027988/0000950170-23-027988-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-12"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}