Penguin Solutions, Inc. current report, 24 January 2018

Full document

Business Context and Reporting Period

This Form 8-K reports on the results of the 2018 Annual Meeting of Shareholders held by SMART Global Holdings, Inc. on January 24, 2018. The meeting took place at the DoubleTree Hotel in Newark, California. The registrant is incorporated in the Cayman Islands and is designated as an emerging growth company.

Key Financial Metrics

The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and shareholder voting outcomes rather than financial performance.

Material Changes and Voting Results

Shareholders voted on four proposals, all of which were approved. The voting results were as follows:

  • Proposal 1 (Election of Directors): Three Class I directors were elected to serve until the 2021 Annual Meeting.
    • Iain MacKenzie: 17,675,168 For; 1,413,587 Against.
    • Sandeep Nayyar: 18,579,395 For; 491,533 Against.
    • Mukesh Patel: 17,628,029 For; 1,459,161 Against.
  • Proposal 2 (Auditor Ratification): Deloitte & Touche LLP was ratified as the independent registered public accounting firm for fiscal year 2018 (20,562,855 For; 16,754 Against).
  • Proposal 3 (Employee Share Purchase Plan): The 2018 Employee Share Purchase Plan was approved (17,222,800 For; 1,864,407 Against).
  • Proposal 4 (Share Incentive Plan): The material terms of the Amended and Restated 2017 Share Incentive Plan for Section 162(m) purposes were approved (15,851,420 For; 3,235,505 Against).

Guidance, Outlook, and Risks

The filing text does not provide a clear value for future guidance, management outlook, specific risks, contingencies, or unusual items. The document is limited to the disclosure of shareholder vote tallies.

Key Facts for Investor Verification

  • Verify the total number of shares outstanding and the percentage of votes represented by the "For" and "Against" tallies to assess shareholder sentiment.
  • Confirm the specific terms of the newly approved 2018 Employee Share Purchase Plan and the Amended 2017 Share Incentive Plan.
  • Note the significant number of Broker Non-Votes (1,507,351) recorded for Proposals 1, 3, and 4, which may indicate broker discretion limitations on those specific items.
  • Review the company's subsequent filings for the actual financial performance of fiscal year 2018, as this 8-K contains no financial data.