Business Context and Reporting Period
This Form 8-K was filed by SMART Global Holdings, Inc. (not Penguin Solutions, Inc.) on October 3, 2018, reporting events occurring on October 2, 2018. The registrant is a Cayman Islands exempted company.
Key Financial Metrics
The filing does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. The document focuses exclusively on corporate governance changes.
Material Changes
The Board of Directors appointed Bryan Ingram as a new independent director, effective October 2, 2018. Mr. Ingram was also appointed to the Compensation Committee.
Compensation and Governance Details
- Cash Retainers: $60,000 annually for Board service and $7,500 annually for committee service.
- Equity Grant: Restricted stock units (RSUs) with a grant date value of $164,024.
- Vesting Schedule: RSUs vest in two installments through January 2020.
Outlook and Risks
The filing contains no guidance, outlook, management commentary on operations, or discussion of risks and contingencies beyond the standard disclosure of the director appointment.
Investor Verification Checklist
- Verify Bryan Ingram's background and qualifications as a "semiconductor veteran."
- Confirm the total number of directors on the Board following this appointment.
- Review the attached press release (Exhibit 99.1) for additional context on the appointment.
- Note that the company name in the metadata request ("Penguin Solutions, Inc.") does not match the registrant in the filing ("SMART Global Holdings, Inc.").