UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
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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) |
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Securities registered pursuant to Section 12(b) of the Act:
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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 5.07 | Submission of Matters to a Vote of Security Holders. |
SMART Global Holdings, Inc. (the “Company”) held its 2022 Annual Meeting of Shareholders (the “Annual Meeting”) on February 11, 2022. At the Annual Meeting, the Company’s shareholders voted on the following proposals and cast their votes as follows:
Proposal No. 1: Election of two Class II directors to the Company’s Board of Directors (the “Board”), each to serve until the Company’s 2025 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. Each director nominee was elected a Class II director of the Company as set forth below:
| Nominee |
For |
Against |
Abstain |
Broker Non-Votes | ||||
| Randy Furr |
18,852,388 | 350,846 | 23,465 | 2,279,025 | ||||
| Penelope Herscher |
19,116,350 | 87,342 | 23,007 | 2,279,025 |
Proposal No. 2: Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2022. This proposal was approved as set forth below:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 21,286,024 |
192,069 | 27,361 | 0 |
Proposal No. 3: Approval, by non-binding advisory vote, of the compensation paid by the Company to its named executive officers. This proposal was approved as set forth below:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 10,933,536 |
8,250,467 | 42,696 | 2,279,025 |
| Item 8.01 | Other Events. |
On February 11, 2022, following the Annual Meeting, the Board elected and appointed Penelope Herscher to serve as the Chair of the Board.
SIGNATURES
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.
| Date: February 14, 2022 |
||||||
| By: | /s/ Anne Kuykendall | |||||
| Anne Kuykendall Vice President and General Counsel | ||||||
Document and Entity Information |
Feb. 11, 2022 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001616533 |
| Document Type | 8-K |
| Document Period End Date | Feb. 11, 2022 |
| Entity Registrant Name | SMART GLOBAL HOLDINGS, INC. |
| Entity Incorporation State Country Code | E9 |
| Entity File Number | 001-38102 |
| Entity Tax Identification Number | 98-1013909 |
| Entity Address, Address Line One | c/o Maples Corporate Services Limited |
| Entity Address, Address Line Two | P.O. Box 309 |
| Entity Address, City or Town | Ugland House |
| Entity Address, Region | Grand Cayman |
| Entity Address, Postal Zip Code | KY1-1104 |
| Entity Address, Country | KY |
| 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 |
| Security 12b Title | Ordinary shares, $0.03 par value per share |
| Trading Symbol | SGH |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |