Penguin Solutions, Inc. — Board/Management Information 2018

Jan 22, 2018

8-K 1 dp85418_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): January 19, 2018

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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.

Director Resignation

On January 19, 2018, Mr. James Davidson resigned as a member of the Board of Directors of SMART Global Holdings, Inc. (the “Company”). Mr. Davidson’s resignation from the Board was not a result of any disagreement with the Company.

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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 |

January 22, 2018