[8-K] Credo Technology Group Holding Ltd Reports Material Event

Rhea-AI Filing Summary

Credo Technology Group (CRDO) reported shareholder voting results from its October 13, 2025 Annual General Meeting. Shareholders elected three Class I directors—William J. Brennan, Yat Tung Lam, and Chi Fung Cheng—to serve until the earlier of the 2028 meeting or their resignation or removal.

Shareholders approved, on a non-binding advisory basis, the compensation of named executive officers with 116,591,772 votes For, 7,323,034 Against, and 128,406 Abstain, with 19,936,565 broker non-votes. They also ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending May 2, 2026, with 143,658,171 votes For, 50,606 Against, and 271,000 Abstain.

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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): October 13, 2025

_________________________

Credo Technology Group Holding Ltd

(Exact name of registrant as specified in its charter)

 _________________________

Cayman Islands

001-41249

N/A

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

c/o Maples Corporate Services, Limited, PO Box 309, Ugland House Grand Cayman, KY1-1104, Cayman Islands

N/A

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code: (408) 664-9329

N/A

(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(s)

Name of each exchange on which registered

Ordinary shares, par value $0.00005 per share

CRDO

The Nasdaq Stock Market LLC

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.

The 2025 Annual General Meeting of Credo Technology Group Holding Ltd (the “Company”) was held on October 13, 2025. At the 2025 Annual General Meeting, the Company’s shareholders voted on the following proposals, which are described in detail in the Company’s 2025 Proxy Statement as filed on August 25, 2025 (the “Proxy Statement”).

1.A proposal to elect the three (3) Class I director nominees to hold office until the earlier of the 2028 Annual General Meeting or their resignation or removal. Each of the three (3) Class I director nominees named in the Proxy Statement was elected as set forth below:

Nominee			For			Withheld			Broker Non-Votes
William J. Brennan			118,615,321			5,427,891			19,936,565
Yat Tung Lam			117,425,587			6,617,625			19,936,565
Chi Fung Cheng			117,384,742			6,658,470			19,936,565

2.A proposal to approve, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. This proposal was approved as set forth below:

For			Against			Abstain			Broker Non-Votes
116,591,772			7,323,034			128,406			19,936,565

3.A proposal to ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for its fiscal year ending May 2, 2026. This proposal was approved as set forth below:

For			Against			Abstain
143,658,171			50,606			271,000

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			Credo Technology Group Holding Ltd
Date: October 16, 2025			By:			/s/ James Laufman
						James Laufman
						Chief Legal Officer

FAQ

What did CRDO shareholders approve at the 2025 AGM?

They elected three Class I directors, approved the non-binding say-on-pay, and ratified Ernst & Young LLP as the independent auditor.

Who was elected to Credo's board at the 2025 AGM?

William J. Brennan, Yat Tung Lam, and Chi Fung Cheng were elected as Class I directors.

What were the say-on-pay vote results for CRDO?

Approved with 116,591,772 For, 7,323,034 Against, 128,406 Abstain, and 19,936,565 broker non-votes.

Which auditor did Credo shareholders ratify for FY ending May 2, 2026?

Ernst & Young LLP was ratified with 143,658,171 For, 50,606 Against, and 271,000 Abstain.

When was Credo's 2025 Annual General Meeting held?

The meeting was held on October 13, 2025.

What were the approximate broker non-votes recorded?

The filing shows 19,936,565 broker non-votes on proposals 1 and 2.

What is the term for the elected Class I directors?

They serve until the earlier of the 2028 Annual General Meeting or their resignation or removal.