Form 8-K Astera Labs, Inc. For: Jun 04
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
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||||||||||||||||||||
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (408 ) 766-3806
Not applicable
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||||||||||||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||||||||||||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||||||||||||||
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||||||||||||||||||||||||||||||||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 | |||||||||||||||||||||||||||||
ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT