SEC Filing Summary: Form 8-K
Business Context and Reporting Period
Company: SMART Global Holdings, Inc. (Note: Input metadata referenced "Penguin Solutions, Inc.", but the filing text identifies the registrant as SMART Global Holdings, Inc.)
Filing Date: February 11, 2022
Event: 2022 Annual Meeting of Shareholders and subsequent Board appointment.
Key Financial Metrics
This filing is a Current Report (Form 8-K) regarding corporate governance events. It does not contain financial statements, revenue, profit, cash flow, margin, debt, or liquidity data. The filing text does not provide a clear value for any financial metric.
Material Changes and Corporate Actions
- Director Elections (Proposal 1): Shareholders elected two Class II directors to serve until the 2025 annual meeting:
- Randy Furr: 18,852,388 votes For; 350,846 Against; 23,465 Abstain.
- Penelope Herscher: 19,116,350 votes For; 87,342 Against; 23,007 Abstain.
- Auditor Ratification (Proposal 2): Shareholders approved the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for fiscal year 2022 (21,286,024 For; 192,069 Against).
- Executive Compensation (Proposal 3): Shareholders approved the non-binding advisory vote on executive compensation (10,933,536 For; 8,250,467 Against).
- Board Leadership Change: Following the meeting, the Board elected and appointed Penelope Herscher as the Chair of the Board.
Guidance, Outlook, and Risks
The filing contains no management commentary regarding financial guidance, future outlook, specific risks, contingencies, or unusual items. The document is limited to reporting the results of shareholder votes and a Board appointment.
Investor Verification Checklist
- Verify the split vote on the executive compensation advisory proposal (Proposal 3), where "Against" votes (8.25M) were significant relative to "For" votes (10.9M).
- Confirm the new Board leadership structure with Penelope Herscher serving as Chair.
- Review the company's most recent 10-K or 10-Q for financial performance data, as this 8-K does not include financial results.