Penguin Solutions, Inc. — Board/Management Information 2018

Oct 3, 2018

8-K 1 dp96403_8k.htm FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

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

Date of Report (Date of earliest event reported): October 2, 2018

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 October 2, 2018, the Board of Directors (the “Board”) of SMART Global Holdings, Inc., a Cayman Islands exempted company, appointed Bryan Ingram to the Board, effective October 2, 2018. Mr. Ingram has also been appointed to serve on the Compensation Committee of the Board.

Mr. Ingram’s non-employee director compensation will include annual cash retainers of $60,000 for Board service and $7,500 for committee service. He will receive a grant of restricted stock units with a grant date value of $164,024, vesting in two installments through January 2020.

A copy of the press release announcing Mr. Ingram’s appointment is attached hereto as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

| Exhibit No. | Description
of Exhibit |
| --- | --- |
| 99.1 | Press Release entitled “SMART Global Holdings Appoints Semiconductor Veteran Bryan Ingram as New Independent Member of its Board of Directors” issued by SMART Global Holdings, Inc. on October 2, 2018 |

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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 hereunto duly authorized.

SMART Global Holdings, Inc. — /s/ Bruce Goldberg
Bruce Goldberg
Vice President, Chief Legal and Chief Compliance Officer

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