UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM
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CURRENT REPORT
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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 Instructions A.2. below):
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
(NASDAQ Global Select Market) |
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. ¨
Item. 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
At the Annual Meeting of the Shareholders (the “Annual Meeting”) of SMART Global Holdings, Inc. (the “Company”) held on February 12, 2021, the Company’s shareholders approved a proposal to amend the Company’s Amended and Restated 2017 Share Incentive Plan (the “Share Incentive Plan”) to increase the number of ordinary shares available for issuance thereunder by 1,000,000.
A summary description of the terms of the Share Incentive Plan is set forth in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on December 21, 2020 (the “Proxy Statement”). The section of the Proxy Statement entitled “Proposal 4: Approval of an Amendment to the SMART Global Holdings, Inc. Amended and Restated 2017 Share Incentive Plan” from pages 24 to 29 is incorporated herein by reference. The description of the amendment and the Share Incentive Plan, as amended, contained in the Proxy Statement is qualified in its entirety by reference to the full text of the amendment, which is attached as Exhibit A to the Proxy Statement and incorporated herein by reference.
Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held its 2021 Annual Meeting on February 12, 2021 at the Company’s U.S. headquarters, 39870 Eureka Drive, Newark, CA 94560. At the meeting, the Company’s shareholders voted on the following four proposals and cast their votes as follows:
Proposal 1 : Election of three Class I directors to the Company’s Board of Directors, each to serve until the Company’s 2024 annual meeting of shareholders and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. The director nominees were:
Nominee | For | Withheld | Broker Non-Votes | |||
Sandeep Nayyar | 21,319,396 | 234,475 | 6,108 | |||
Mukesh Patel | 17,754,312 | 3,798,683 | 6,984 | |||
Maximiliane Straub | 21,043,007 | 509,476 | 7,496 |
Each director nominee was elected a Class I director of the Company.
Proposal 2: Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2021:
For | Against | Abstain | ||
22,757,465 | 3,799 | 5,898 |
This proposal was approved.
Proposal 3: Vote to approve, by non-binding advisory vote, the compensation paid by the Company to its Named Executive Officers:
For | Against | Abstain | Broker Non-Votes | |||
16,792,568 | 4,759,096 | 8,315 | 1,207,183 |
This proposal was approved.
Proposal 4: To approve an amendment to the Company’s Amended and Restated 2017 Share Incentive Plan to increase the number of ordinary shares available for issuance under that plan by 1,000,000:
For | Against | Abstain | Broker Non-Votes | |||
12,577,722 | 8,950,677 | 31,580 | 1,207,183 |
This proposal was approved.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description of Exhibit |
99.1 | Amendment to the SMART Global Holdings, Inc. Amended and Restated 2017 Share Incentive Plan (1) |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
(1) Filed as Exhibit A to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed on December 21, 2020 and incorporated herein by reference.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
SMART GLOBAL HOLDINGS, INC. | |||
By: | /s/ Bruce Goldberg | ||
Name: | Bruce Goldberg | ||
Title: | Vice President, Chief Legal and Compliance Officer | ||
Date: February 19, 2021 |
Cover |
Feb. 12, 2021 |
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Cover [Abstract] | |
Document Type | 8-K |
Amendment Flag | false |
Document Period End Date | Feb. 12, 2021 |
Entity File Number | 001-38102 |
Entity Registrant Name | SMART GLOBAL HOLDINGS, INC. |
Entity Central Index Key | 0001616533 |
Entity Tax Identification Number | 98-1013909 |
Entity Incorporation, State or Country Code | E9 |
Entity Address, Address Line One | c/o Maples Corporate Services Limited |
Entity Address, Address Line Two | P.O. Box 309 |
Entity Address, Address Line Three | Ugland House |
Entity Address, City or Town | Grand Cayman |
Entity Address, Country | KY |
Entity Address, Postal Zip Code | KY1-1104 |
City Area Code | 510 |
Local Phone Number | 623-1231 |
Written Communications | false |
Soliciting Material | false |
Pre-commencement Tender Offer | false |
Pre-commencement Issuer Tender Offer | false |
Title of 12(b) Security | Ordinary shares, $0.03 par value per share |
Trading Symbol | SGH |
Security Exchange Name | NASDAQ |
Entity Emerging Growth Company | false |
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