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 5, 2025
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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 ☒
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Item 5.07. Submission of Matters to a Vote of Security Holders
(a) Astera Labs, Inc. (the “Company”) held its 2025 Annual Stockholders Meeting on June 5, 2025, (the “Annual Meeting”). There were 164,914,754 shares of common stock entitled to be voted at the Annual Meeting, of which 144,451,882 were voted in person or by proxy.
(b) At the Annual Meeting, stockholders elected all three Class I nominees for director to the Company's board of directors to serve until the 2028 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; and ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the Company for the fiscal year ending December 31, 2025 ("Auditor Ratification").
The Company’s inspector of election certified the following vote tabulations:
Proposal No. 1
| Election of Class I Director Nominees | For | Withheld | Broker Non-Votes | ||||||||
| Jitendra Mohan | 109,977,269 | 2,630,733 | 31,843,880 | ||||||||
| Stefan Dyckerhoff | 81,821,554 | 30,786,448 | 31,843,880 | ||||||||
| Bethany Mayer | 104,133,596 | 8,474,406 | 31,843,880 | ||||||||
Proposal No. 2
| For | Against | Abstain | Broker Non-Votes* | |||||||||||
| Auditor Ratification | 144,009,267 | 253,622 | 188,993 | - | ||||||||||
*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.
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 10, 2025 | Astera Labs, Inc. | ||||||||||||||||||||||||||||
By: /s/ Philip Mazzara | |||||||||||||||||||||||||||||
| Name: Philip Mazzara | |||||||||||||||||||||||||||||
| Title: General Counsel and Secretary | |||||||||||||||||||||||||||||