Penguin Solutions, Inc. — Board/Management Information 2017

Sep 21, 2017

8-K 1 dp80657_8k.htm FORM 8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_____

FORM 8-K

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

Date of Report (Date of earliest event reported): September 18, 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

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 September 18, 2017, the Board of Directors (the “Board”) of SMART Global Holdings, Inc. , a Cayman Islands exempted company (the “Company”) appointed Randy W. Furr to the Board, effective September 19, 2017. Mr. Furr has also been appointed to serve on the Audit Committee of the Board.

Mr. Furr’s non-employee director compensation will include annual cash retainers of $60,000 for Board service and $10,000 for committee service. He will receive a grant of restricted stock units with a grant date value of approximately $170,000, vesting in two installments through January 2019.

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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

September 21, 2017

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