Astera Labs, Inc. 8-K

What Happened

• Astera Labs, Inc. announced the certified voting results from its 2026 Annual Meeting of Stockholders held June 4, 2026. A total of 171,281,952 shares were entitled to vote and 141,439,565 shares were voted in person or by proxy.
• Stockholders elected all three Class II director nominees — Sanjay Gajendra, Craig Barratt and Michael Hurlston — to serve until the 2029 Annual Meeting. PricewaterhouseCoopers LLP was ratified as the company’s independent registered public accounting firm for the coming fiscal year. Stockholders also approved, on an advisory basis, the company’s named executive officer compensation (say‑on‑pay) and chose to hold future advisory votes on executive compensation every one year (say‑on‑frequency).

Key Details

• Shares entitled to vote: 171,281,952; shares voted: 141,439,565.
• Director vote totals (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
• Auditor ratification (PricewaterhouseCoopers LLP): 141,298,992 For; 115,708 Against; 24,865 Abstain.
• Say‑on‑Pay advisory vote: 111,520,205 For; 3,615,962 Against; 73,930 Abstain. Say‑on‑Frequency result favored every one year: 113,239,044 votes for annual advisory votes.

Why It Matters

• These voting outcomes confirm board continuity (all three Class II directors re‑elected) and maintain the company’s auditor relationship with PwC, which are governance items shareholders watch closely.
• Strong support for say‑on‑pay and the decision to hold advisory votes annually indicate shareholder backing for the company’s executive compensation disclosures and give investors more frequent opportunities to express views on pay.
• Notable broker non‑votes (~26.2 million shares) appeared across director and advisory items; retail investors should note turnout and voting composition when assessing shareholder sentiment.