8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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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 21, 2024

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Credo Technology Group Holding Ltd

(Exact name of registrant as specified in its charter)

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

N/A

(Former name or former address, if changed since last report)

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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:

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

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 2024 Annual General Meeting of Credo Technology Group Holding Ltd (the “Company”) was held on October 21, 2024. At the 2024 Annual General Meeting, the Company’s shareholders voted on the following proposals, which are described in detail in the Company’s 2024 Proxy Statement as filed on August 26, 2024 (the “Proxy Statement”).

1.A proposal to elect the three (3) Class III director nominees to hold office until the earlier of the 2027 Annual General Meeting or their resignation or removal. Each of the three (3) Class III director nominees named in the Proxy Statement was elected as set forth below:

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:

3.A proposal to approve the Company's amended and restated employee stock purchase plan, as disclosed in the Proxy Statement. This proposal was approved as set forth below:

4.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 3, 2025. This proposal was approved as set forth below:

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.