Astera Labs (NASDAQ: ALAB) holders back directors, auditor and pay votes

Rhea-AI Filing Summary

Astera Labs, Inc. reported the results of its 2026 Annual Stockholders Meeting held on June 4, 2026. There were 171,281,952 common shares entitled to vote, and 141,439,565 were represented in person or by proxy.

Stockholders elected all three Class II directors to serve until the 2029 annual meeting. They also ratified PricewaterhouseCoopers LLP as the independent auditor, approved on an advisory basis the compensation of named executive officers, and supported holding future advisory votes on executive pay every one year.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 171,281,952 shares Shares represented: 141,439,565 shares Director vote – Sanjay Gajendra: 98,435,707 For; 16,774,390 Withheld +5 more

8 metrics

Shares entitled to vote 171,281,952 shares Common stock entitled to vote at 2026 annual meeting

Shares represented 141,439,565 shares Shares voted in person or by proxy at 2026 meeting

Director vote – Sanjay Gajendra 98,435,707 For; 16,774,390 Withheld Election of Class II director, with 26,229,468 broker non-votes

Director vote – Craig Barratt 96,549,639 For; 18,660,458 Withheld Election of Class II director, with 26,229,468 broker non-votes

Director vote – Michael Hurlston 78,685,214 For; 36,524,883 Withheld Election of Class II director, with 26,229,468 broker non-votes

Auditor ratification support 141,298,992 For Ratification of PricewaterhouseCoopers LLP, with 115,708 Against and 24,865 Abstain

Say-on-Pay support 111,520,205 For Advisory vote on executive compensation, with 3,615,962 Against

Annual frequency votes 113,239,044 votes Votes favoring Say-on-Frequency every one year

Key Terms

Emerging growth company, Broker Non-Votes, Auditor Ratification, Say-on-Pay, +1 more

5 terms

Emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Broker Non-Votes financial

"Election of Class II Director Nominees | For | Withheld | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Auditor Ratification financial

"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”);"

Say-on-Pay financial

"approved, on an advisory basis, the compensation of our named executive officers (“NEOs”) as disclosed in our proxy materials (“Say-on-Pay”);"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

Say-on-Frequency financial

"approved, on an advisory basis, the holding of future advisory votes on the compensation of our NEOs (“Say-on-Frequency”) every one year."

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Understanding 8-K Material Events →

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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

Astera Labs, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41979

82-3437062

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

2345 North First Street,

San Jose, CA 95131

(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))
☐									Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

ALAB

Nasdaq Global Select Market

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

FAQ

What did Astera Labs (ALAB) stockholders approve at the 2026 annual meeting?

Astera Labs stockholders elected all three Class II directors, ratified PricewaterhouseCoopers LLP as auditor, approved advisory Say-on-Pay, and supported annual Say-on-Frequency votes. These outcomes confirm existing board leadership, auditor choice, and executive compensation practices.

How many Astera Labs (ALAB) shares were eligible and voted at the 2026 meeting?

A total of 171,281,952 common shares were entitled to vote, and 141,439,565 shares were voted in person or by proxy. This shows a high level of shareholder participation in Astera Labs’ 2026 Annual Stockholders Meeting.

What were the Say-on-Pay results for Astera Labs (ALAB) in 2026?

Astera Labs’ Say-on-Pay proposal received 111,520,205 votes For, 3,615,962 Against, and 73,930 Abstentions, with 26,229,468 broker non-votes. Stockholders thus supported the company’s named executive officer compensation on an advisory basis.

How often will Astera Labs (ALAB) hold Say-on-Frequency votes on executive pay?

Stockholders favored an advisory vote on executive compensation every one year, with 113,239,044 votes for that option. The board decided to follow this annual frequency while reserving the right to change it if later deemed in stockholders’ best interests.

Who is Astera Labs’ (ALAB) independent auditor following the 2026 vote?

PricewaterhouseCoopers LLP was ratified as Astera Labs’ independent registered public accounting firm. The auditor ratification proposal received 141,298,992 votes For, 115,708 Against, and 24,865 Abstentions, confirming stockholder support for continuing with the same audit firm.

Filing Exhibits & Attachments

3 documents

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