---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-052653"
form_type: "8-K"
ticker: "TERN"
cik: "0001831363"
company_name: "Terns Pharmaceuticals, Inc."
filed_at: "2023-10-10T23:59:59+00:00"
generated_at: "2026-06-10T02:45:00.693260+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "high"
source: SEC EDGAR
---

# Terns Pharmaceuticals Amends Bylaws to Add Universal Proxy Rule Compliance Requirements for Director Nominations

## Summary
- Board approved amended and restated bylaws on October 4, 2023.
- Amended bylaws revise procedures and disclosure for director nominations.
- Stockholders must provide evidence of compliance with Rule 14a-19 no later than five business days before the meeting.
- Changes are effective as of October 4, 2023.

## SEC filing metadata
- accession: 0000950170-23-052653
- form_type: 8-K
- ticker: TERN
- cik: 0001831363
- company_name: Terns Pharmaceuticals, Inc.
- filed_at: 2023-10-10T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: high
- sec_items: 5.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1831363/000095017023052653/0000950170-23-052653-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1831363/000095017023052653/tern-20231004.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-052653
- JSON: https://secwatch.observer/filing/0000950170-23-052653.json
- Plain text: https://secwatch.observer/filing/0000950170-23-052653.txt

## Key facts
- Governance Changes
  Terns Pharmaceuticals, Inc.: Amended and restated bylaws to revise director nomination procedures, including universal proxy rule compliance requirement (effective 2023-10-04).
  - Change: bylaw amendment
  - Effective: 2023-10-04
  source text: On October 4, 2023, the Board of Directors (the “Board”) of Terns Pharmaceuticals, Inc. (the “Company”) approved, effective as of such date, the amendment and restatement of the Company’s bylaws (the “Amended and Restated Bylaws”). Among other changes, the Amended and Restated Bylaws revise the procedures and disclosure requirements for the nomination of directors, including by adding a requirement that a stockholder seeking to nominate director(s) at an annual meeting deliver, at the Company’s request, reasonable evidence that it has complied with the requirements of Rule 14a-19 of the Exchange Act of 1934, as amended (also known as the universal proxy rules) no later than five business days prior to the meeting.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1831363/000095017023052653/0000950170-23-052653-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.