Astera Labs Inc

06/08/2026 | Press release | Distributed by Public on 06/08/2026 15:07

Proxy Results (Form 8-K)

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.
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