Penguin Solutions, Inc. — Proxy Solicitation & Information Statement 2022

Jan 31, 2022

DEFA14A 1 brhc10033291_defa14a.htm DEFA14A Licensed to: Broadridge Financial Solutions, Inc. Document created using EDGARfilings PROfile 8.1.0.0 Copyright 1995 - 2022 Broadridge

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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SMART GLOBAL HOLDINGS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

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AN IMPORTANT REMINDER

TO VOTE YOUR SHARES

Dear SGH Shareholder,

The SGH Annual Meeting of Shareholders is scheduled to be held on February 11, 2022 at 10:00 a.m. Pacific Time, and our records indicate that you have not yet voted. The SGH Board and Management Team value you as a shareholder and want your voice to be heard. Please take a moment right now to vote, ensuring that your shares are represented at this meeting.

What You Are Voting On

1. Election of two Class II directors;

2. Ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm; and

3. Approval, on a non-binding advisory basis, of the compensation of our named executive officers.

The SGH Board of Directors unanimously recommend that shareholders vote FOR all proposals.

Company Highlights

Fiscal 2021 was a transformational year for SGH, and the momentum continued in the first quarter of fiscal 2022:

• Net sales of $1.5 billion in fiscal 2021, up 34% from fiscal 2020;

• Gross margin of 20.5% for fiscal 2021, up 120 basis points from fiscal 2020, and non-GAAP gross margin of 22% for fiscal 2021, up 240 basis points from fiscal 2020;

• GAAP EPS of $0.83 for fiscal 2021, as compared to ($0.05) for the prior year;

• Non-GAAP EPS of $5.22 for fiscal 2021, up 102% versus the prior year; and

• An embrace of corporate governance by appointing a lead independent director, increasing representation of women on the Board, releasing our inaugural Environmental, Social and Governance (ESG) report, establishing a cybersecurity committee of the board, and promoting shareholder alignment with revised stock ownership guidelines.

How to Vote

A proxy card is enclosed, and you can vote by internet, telephone, or mail by following the instructions on the card.

Your vote is important. Please vote today!

SGHCorp.com

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If you have any questions, or need assistance in voting your shares, please contact our proxy solicitor MacKenzie Partners, Inc., toll-free at (800) 322-2885 or collect at (212) 929-5500.

Sincerely,
●
Anne Kuykendall
Vice President and General Counsel