Business Context and Reporting Period
This Form 8-K is a current report filed by SMART Global Holdings, Inc. (not Penguin Solutions, Inc.) on July 15, 2023. The registrant is incorporated in the Cayman Islands and its ordinary shares trade on the Nasdaq Global Select Market under the symbol SGH. The filing primarily addresses corporate governance changes rather than financial performance.
Key Financial Metrics
The filing text does not provide specific values for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on the appointment of a new director and does not contain financial statements or operational metrics.
Material Changes
- Board Appointment: On July 15, 2023, the Board appointed Mary G. Puma as an independent member of the Board of Directors.
- Committee Assignments: Ms. Puma was immediately appointed to the Audit Committee and the Compensation Committee.
- Term Details: She serves as a Class I director with an initial term expiring at the 2024 annual general meeting of shareholders.
Guidance, Outlook, and Risks
The filing contains no forward-looking guidance, management commentary on financial outlook, or discussion of specific business risks. Regarding compensation, Ms. Puma is eligible for cash and equity compensation pursuant to the Company's Independent Director Compensation Policy. She will also enter into the Company's standard form of indemnification agreement for officers and directors.
Investor Verification Checklist
- Verify the exact terms of the Independent Director Compensation Policy referenced in the December 20, 2022, Definitive Proxy Statement (Schedule 14A).
- Review the standard form of indemnification agreement filed as Exhibit 10.1 to the Form S-1/A (May 11, 2017) to understand liability protections.
- Confirm the press release details in Exhibit 99.1 for any additional context on Ms. Puma's background.
- Note that this filing does not update financial performance; refer to the most recent 10-K or 10-Q for financial data.