Credo Sets Oct. 13 AGM for Director Election, Exec Pay Vote

Ticker: CRDO · Form: DEF 14A · Filed: Aug 25, 2025 · CIK: 1807794

Sentiment: neutral

Topics: Corporate Governance, Proxy Statement, Annual Meeting, Director Election, Executive Compensation, Auditor Ratification, Shareholder Vote, Semiconductors, DEF 14A

Related Tickers: CRDO

TL;DR

**CRDO's upcoming AGM is a routine governance check, but pay attention to executive compensation – it's a non-binding vote, but still signals shareholder sentiment.**

AI Summary

Credo Technology Group Holding Ltd (CRDO) will hold its Annual General Meeting on October 13, 2025, both virtually and in person in San Jose, California. Shareholders will vote on three key proposals: the election of three Class I director nominees to serve until the 2028 Annual Meeting, a non-binding advisory vote on named executive officer compensation, and the ratification of Ernst & Young LLP as the independent auditor for the fiscal year ending May 2, 2026. The Board unanimously recommends a 'FOR' vote on all proposals. As of the August 21, 2025 record date, there were 172,973,500 ordinary shares outstanding, each entitled to one vote. The company emphasizes the importance of shareholder participation, particularly for non-routine matters like director elections and executive compensation, where broker non-votes will not be counted without specific instructions.

Why It Matters

This DEF 14A filing outlines Credo Technology Group's upcoming annual meeting, which is crucial for investors as it determines board leadership and provides a non-binding vote on executive compensation, directly impacting corporate governance and shareholder alignment. The ratification of Ernst & Young as auditor ensures continued financial oversight. In the competitive semiconductor industry, strong governance and transparent compensation practices are vital for investor confidence and attracting top talent, especially as Credo navigates market dynamics against rivals like Broadcom and Marvell Technology.

Risk Assessment

Risk Level: low — The filing primarily details procedural aspects of an annual general meeting, including director elections, executive compensation advisory vote, and auditor ratification. There are no immediate financial or operational risks disclosed; the proposals are standard corporate governance items. The 172,973,500 ordinary shares outstanding as of August 21, 2025, indicate a stable share base for voting.

Analyst Insight

Investors should review the full proxy statement for details on the Class I director nominees and named executive officer compensation. Actively vote on all proposals, especially the non-routine items (Proposals 1 and 2), to ensure your voice is heard on governance and executive pay.

Key Numbers

Key Players & Entities

FAQ

When is Credo Technology Group Holding Ltd's 2025 Annual General Meeting?

Credo Technology Group Holding Ltd's 2025 Annual General Meeting is scheduled for Monday, October 13, 2025, at 1:00 p.m. Pacific Time.

What are the key proposals for shareholders to vote on at the CRDO Annual Meeting?

Shareholders will vote on the election of three Class I director nominees, a non-binding advisory approval of named executive officer compensation, and the ratification of Ernst & Young LLP as the independent auditor for the fiscal year ending May 2, 2026.

How does Credo Technology Group's Board recommend shareholders vote on the proposals?

The Board of Credo Technology Group unanimously recommends that shareholders vote 'FOR' each of the three proposals, including the election of directors, executive compensation, and auditor ratification.

What is the record date for voting at Credo Technology Group's Annual Meeting?

The record date for the Annual Meeting has been set as 6:00 p.m. Pacific Time on August 21, 2025. Only shareholders of record as of this date are entitled to vote.

How many ordinary shares of Credo Technology Group were outstanding on the record date?

On the record date of August 21, 2025, there were 172,973,500 ordinary shares, par value $0.00005 per share, issued and outstanding for Credo Technology Group Holding Ltd.

Can I attend Credo Technology Group's Annual Meeting virtually?

Yes, the Annual Meeting will be held virtually via live audio-only webcast at http://www.meetnow.global/MV4RRCK, in addition to a physical location in San Jose, California.

What is a 'broker non-vote' and how does it affect voting at the CRDO Annual Meeting?

A 'broker non-vote' occurs when a broker does not have discretionary authority to vote on a non-routine matter (like director elections or executive compensation) without instructions from the beneficial owner. For Credo's Annual Meeting, broker non-votes will not count for Proposals 1 and 2.

Who are the proxy holders for Credo Technology Group's Annual Meeting?

Daniel Fleming, Chief Financial Officer, and James Laufman, Chief Legal Officer and Secretary, are appointed as proxy holders to vote shares at Credo Technology Group's Annual Meeting.

What is the purpose of the non-binding advisory vote on executive compensation for Credo Technology Group?

The non-binding advisory vote on executive compensation allows shareholders to express their approval or disapproval of the compensation paid to the company's named executive officers, providing feedback to the Board and Compensation Committee.

Where can I find Credo Technology Group's proxy materials online?

Credo Technology Group's proxy materials, including the proxy statement and 2025 Annual Report, are available on the Investor Relations section of their website at https://investors.credosemi.com and at www.edocumentview/CRDO.

Industry Context

Credo Technology Group Holding Ltd operates in the semiconductor industry, specifically focusing on high-speed connectivity solutions. The market is characterized by rapid technological advancements, intense competition from established players and emerging companies, and significant capital investment requirements. Demand is driven by growth in data centers, 5G infrastructure, and high-performance computing.

Regulatory Implications

As a publicly traded company, Credo is subject to SEC regulations and disclosure requirements, including the timely filing of proxy statements like this DEF 14A. Compliance with corporate governance standards and accurate financial reporting are critical to maintaining investor confidence and avoiding potential penalties.

What Investors Should Do

  1. Vote on all proposals
  2. Review director nominees
  3. Consider executive compensation

Key Dates

Glossary

DEF 14A
A proxy statement filed with the U.S. Securities and Exchange Commission (SEC) by publicly traded companies to solicit shareholder votes. (This document contains the information shareholders need to make informed voting decisions at the Annual General Meeting.)
Class I Director Nominees
Nominees for the board of directors whose terms are set to expire at a specific future annual meeting. (Shareholders are voting on the election of these individuals to serve on the Board of Directors.)
Broker Non-Vote
A situation where a broker holding shares on behalf of a client does not vote on a particular proposal because the broker has not received voting instructions from the client and does not have discretionary voting power for that proposal. (Broker non-votes will not be counted towards the total votes cast for director elections and executive compensation, potentially impacting the outcome if not addressed by shareholders.)
Cayman Islands exempted company
A type of company incorporated in the Cayman Islands that is exempt from complying with certain provisions of the Companies Law. (Indicates the legal domicile of Credo Technology Group Holding Ltd.)

Year-Over-Year Comparison

This filing is a proxy statement for the 2025 Annual General Meeting. Specific year-over-year comparisons of financial metrics like revenue growth, margins, or changes in risk factors are not directly available within this document, as it primarily focuses on soliciting shareholder votes for upcoming proposals rather than providing a comprehensive financial review of the past fiscal year.

Filing Stats: 4,985 words · 20 min read · ~17 pages · Grade level 11.6 · Accepted 2025-08-25 16:38:22

Key Financial Figures

Filing Documents

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 29

Executive Compensation

Executive Compensation 31 Compensation Discussion and Analysis 31 Report of the Compensation Committee 40 Fiscal 202 5 Summary Compensation Table 41 CEO Pay Ratio 45 Pay versus Performance 45 Certain Relationships and Related Party Transactions 49 Additional Information: 52 Future Shareholder Proposals and Nominations for the 202 6 Annual Meeting 52 Householding — Shareholders Sharing the Same Last Name and Address 53 Delinquent Section 16(A) Reports 53 Annual Report on Form 10-K 54 Table of Contents PROXY STATEMENT FOR ANNUAL GENERAL MEETING OF CREDO TECHNOLOGY GROUP HOLDING LTD INTRODUCTION This proxy statement and the accompanying proxy materials are being furnished in connection with the solicitation by the board of directors (the "Board") of Credo Technology Group Holding Ltd, a Cayman Islands exempted company, of proxies for use at our 2025 Annual General Meeting (referred to herein as the "Annual Meeting" or the "meeting") scheduled to be held at 1:00 p.m. Pacific Time, on Monday, October 13, 2025 at Credo Semiconductor Inc., 110 Rio Robles, San Jose, California 95134 and virtually via the Internet at http://www.meetnow.global/MV4RRCK. The physical location of the Annual Meeting will remain at the location specified above for the purposes of the Company's amended and restated memorandum and articles of association (the "Articles"). 2025 Proxy | 1 Table of Contents INFORMATION REGARDING THE ANNUAL MEETING General This proxy statement contains information about the meeting and was prepared by our management at the direction of our Board. Our Board supports each action for which your vote is solicited. Our Board asks you to appoint Daniel Fleming, our Chief Financial Officer, and James Laufman, our Chief Legal Officer and Secretary, or any of them, as your proxy holders to vote your shares at the meeting. You may make this appointment by properly completing the proxy as described below. If appointed by you, your

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