Penguin Solutions, Inc. — Board/Management Information 2017

Nov 9, 2017

8-K 1 dp82705_8k.htm FORM 8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

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CuRRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 7, 2017

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SMART GLOBAL HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

| Cayman
Islands | 001-38102 | 98-1013909 |
| --- | --- | --- |
| (State of incorporation or organization) | (Commission File No.) | (I.R.S. Employer Identification Number) |
| c/o
Maples Corporate Services Limited P.O.
Box 309 Ugland
House Grand
Cayman | | KY1
-1104 Cayman
Islands (Zip
Code) |
| (Address of principal executive offices) | | |

Registrant’s telephone number, including area code: (510) 623-1231

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 7, 2017, SMART Global Holdings, Inc. (the “Company”) announced that Iain MacKenzie, the Company’s long-time President and Chief Executive Officer (“CEO”), has decided to transition to a revised role during the 2018 calendar year. Mr. MacKenzie will remain a member of the Company’s board of directors following the transition. It is anticipated that a search for a new CEO will commence in the near future. Mr. MacKenzie will remain in his current CEO position until the new CEO is in place and expects to be available to assist the new CEO with the transition.

In addition, effective immediately, Ajay Shah, Chairman of the Board of the Company, will increase his responsibilities and assume the role of Executive Chairman assisting the Company to further develop and execute its strategic initiatives.

The Company issued a press release regarding Mr. MacKenzie’s transition, which is included as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

| Exhibit
No. | Description
of Exhibit |
| --- | --- |
| 99.1 | Press Release entitled “SMART Global Holdings Announces CEO Transition” issued by SMART Global Holdings, Inc. on November 7, 2017 |

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ Bruce Goldberg
Name:	Bruce Goldberg
Title:	Vice President, Chief Legal Officer and Chief Compliance Officer

November 9, 2017

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