Business Context and Reporting Period
This Form 8-K reports the results of the 2023 Annual General Meeting of Shareholders held by SMART Global Holdings, Inc. on February 10, 2023. The filing was submitted on February 13, 2023. Note: The request metadata referenced "Penguin Solutions, Inc.," but the filing text explicitly identifies the registrant as SMART Global Holdings, Inc.
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 voting results.
Material Changes and Voting Results
Shareholders voted on three proposals at the Annual General Meeting:
- Proposal 1: Election of Directors
- All three Class III nominees were elected to serve until the 2026 annual meeting.
- Mark Adams: 39,847,154 For; 203,655 Withheld; 5,669,988 Broker Non-Votes.
- Bryan Ingram: 37,675,285 For; 2,375,524 Withheld; 5,669,988 Broker Non-Votes.
- Mark Papermaster: 39,850,996 For; 199,813 Withheld; 5,669,988 Broker Non-Votes.
- Proposal 2: Ratification of Independent Auditor
- Shareholders ratified the selection of Deloitte & Touche LLP for the fiscal year ending August 25, 2023.
- Results: 45,305,423 For; 398,510 Against; 16,864 Abstain; 0 Broker Non-Votes.
- Proposal 3: Executive Compensation (Say-on-Pay)
- Shareholders approved, on a non-binding advisory basis, the compensation of Named Executive Officers.
- Results: 39,335,282 For; 601,308 Against; 114,219 Abstain; 5,669,988 Broker Non-Votes.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for guidance, outlook, management commentary, risks, contingencies, or unusual items.
Key Facts for Investor Verification
- Verify the company name discrepancy between the request metadata (Penguin Solutions, Inc.) and the filing (SMART Global Holdings, Inc.).
- Confirm the re-election of the Class III directors (Adams, Ingram, Papermaster) and their term expiration in 2026.
- Note the significant number of broker non-votes (5,669,988) on the director election and executive compensation proposals.
- Confirm the appointment of Deloitte & Touche LLP as the independent auditor for the fiscal year ending August 25, 2023.