Astera Labs Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$ALAB
Semiconductors
Technology
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 4, 2026
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Item 5.07 Submission of Matters to a Vote of Security Holders
(a) Astera Labs, Inc. (the “Company”) held its 2026 Annual Stockholders Meeting on June 4, 2026, (the “Annual Meeting”). There were 171,281,952 shares of common stock entitled to be voted at the Annual Meeting, of which 141,439,565 were voted in person or by proxy.
(b) At the Annual Meeting, stockholders elected all three Class II nominees for director to the Company's board of directors to serve until the 2029 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal; ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, (“Auditor Ratification”); approved, on an advisory basis, the compensation of our named executive officers (“NEOs”) as disclosed in our proxy materials (“Say-on-Pay”); and approved, on an advisory basis, the holding of future advisory votes on the compensation of our NEOs (“Say-on-Frequency”) every one year.
The Company’s inspector of election certified the following vote tabulations:
Proposal No. 1
| Election of Class II Director Nominees | For | Withheld | Broker Non-Votes | ||||||||
| Sanjay Gajendra | 98,435,707 | 16,774,390 | 26,229,468 | ||||||||
| Craig Barratt | 96,549,639 | 18,660,458 | 26,229,468 | ||||||||
| Michael Hurlston | 78,685,214 | 36,524,883 | 26,229,468 | ||||||||
Proposal No. 2
| For | Against | Abstain | Broker Non-Votes* | |||||||||||
| Auditor Ratification | 141,298,992 | 115,708 | 24,865 | - | ||||||||||
*Brokers were permitted to cast stockholder non-votes (i.e., uninstructed shares) at their discretion on this proposal item, and such non-votes are reflected in the votes For, Against or to Abstain.
Proposal No. 3
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| Say-on-Pay | 111,520,205 | 3,615,962 | 73,930 | 26,229,468 | ||||||||||
Proposal No. 4
| Every | |||||||||||||||||
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | |||||||||||||
| Say-on-Frequency | 113,239,044 | 36,793 | 1,872,912 | 61,348 | 26,229,468 | ||||||||||||
Based on the voting results at the Annual Meeting, and consistent with the recommendation of the board of directors as set forth in our proxy statement for the Annual Meeting, the board of directors has determined to provide for a stockholder advisory vote on executive compensation on an annual basis; provided that, in the future, the board of directors may determine whether a different frequency for such advisory votes is in the best interests of the Company’s stockholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: June 8, 2026 | Astera Labs, Inc. | ||||||||||||||||||||||||||||
By: /s/ Philip Mazzara | |||||||||||||||||||||||||||||
| Name: Philip Mazzara | |||||||||||||||||||||||||||||
| Title: General Counsel and Secretary | |||||||||||||||||||||||||||||