Penguin Solutions Sets 2025 Shareholder Meeting for Feb 7

Ticker: PENG · Form: DEF 14A · Filed: Dec 20, 2024 · CIK: 1616533

Penguin Solutions, Inc. DEF 14A Filing Summary
FieldDetail
CompanyPenguin Solutions, Inc. (PENG)
Form TypeDEF 14A
Filed DateDec 20, 2024
Risk Levellow
Pages16
Reading Time20 min
Key Dollar Amounts$12,000
Sentimentneutral

Sentiment: neutral

Topics: proxy-statement, annual-meeting, corporate-governance

TL;DR

Penguin Solutions 2025 shareholder meeting is Feb 7, virtual. Vote on directors & auditors.

AI Summary

Penguin Solutions, Inc. is holding its 2025 Annual General Meeting of Shareholders virtually on February 7, 2025. Key agenda items include the election of two Class II directors for terms ending in 2028 and the ratification of Deloitte & Touche LLP as the company's independent registered public accounting firm.

Why It Matters

This meeting is where shareholders vote on critical corporate governance matters, including director elections and auditor ratification, which can impact the company's direction and financial oversight.

Risk Assessment

Risk Level: low — This is a standard annual proxy statement detailing routine corporate governance matters.

Key Players & Entities

  • Penguin Solutions, Inc. (company) — Registrant
  • February 7, 2025 (date) — Annual General Meeting date
  • Deloitte & Touche LLP (company) — Proposed auditor
  • 2028 (date) — Director term end year

FAQ

When and where will the 2025 Annual General Meeting of Shareholders be held?

The meeting will be held virtually on Friday, February 7, 2025, at 10:00 a.m. Pacific Time, accessible at www.virtualshareholdermeeting.com/PENG2025.

What are the primary purposes of the Annual General Meeting?

The primary purposes are to elect two nominees for Class II director and to ratify the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm.

For how long will the elected Class II directors serve?

The elected Class II directors will serve until the 2028 Annual General Meeting of Shareholders or until their successors are duly elected and qualified.

Who is Penguin Solutions, Inc. filing this proxy statement with?

Penguin Solutions, Inc. is filing this proxy statement with the United States Securities and Exchange Commission (SEC).

What is the format of the 2025 Annual General Meeting?

The meeting will be held in a virtual-only format.

Filing Stats: 4,923 words · 20 min read · ~16 pages · Grade level 12.2 · Accepted 2024-12-20 16:34:18

Key Financial Figures

  • $12,000 — neral Meeting for an approximate fee of $12,000 plus fees for additional services, if n

Filing Documents

From the Filing

peng-20241220 TABLE OF CONTENT S 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.) _______________ Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 PENGUIN SOLUTIONS, INC. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee previously paid with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. TABLE OF CONTENT S PENGUIN SOLUTIONS, INC. NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON FEBRUARY 7, 2025 December 20, 2024 Dear Shareholder: You are cordially invited to attend the 2025 Annual General Meeting of the Shareholders (the "Annual General Meeting") of Penguin Solutions, Inc., a Cayman Islands exempted company ("we," "us," "Penguin Solutions," or the "Company"). The Annual General Meeting will be held in virtual-only format on Friday, February 7, 2025 at 10:00 a.m. Pacific Time, originating from our U.S. executive offices at 39870 Eureka Drive, Newark, CA 94560 and will be accessible at www.virtualshareholdermeeting.com/PENG2025 for the following purposes: Items of Business and Board Voting Recommendation 1 To elect the two nominees for Class II director to serve until the 2028 annual general meeting of shareholders (the "2028 Annual General Meeting") or until their successors are duly elected and qualified; For each of the nominees 2 To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the current fiscal year; For 3 To approve, on a non-binding advisory basis, the compensation of our Named Executive Officers ("NEOs"); For 4 To approve, on a non-binding advisory basis, the frequency of the advisory vote to approve the compensation of our NEOs; and One Year 5 To transact such other business as may properly come before the Annual General Meeting or any continuation, postponement, or adjournment of the Annual General Meeting. These items of business are more fully described in the proxy statement accompanying this Notice of Annual General Meeting of Shareholders (the "Proxy Statement"). The record date for the Annual General Meeting is December 9, 2024 (the "Record Date"). Only shareholders of record at the close of business on the Record Date may vote at the Annual General Meeting or any continuation, postponement, or adjournment thereof. A complete list of such shareholders will be available for examination by any shareholder for any purpose germane to the Annual General Meeting during ordinary business hours at our U.S. executive offices at c/o Penguin Solutions, Inc. , 39870 Eureka Drive, Newark, CA 94560 for a period of 14 days prior to the Annual General Meeting. Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting to be held on February 7, 2025 at 10:00 a.m. Pacific Time The Proxy Statement and annual report to shareholders are available at: www.proxyvote.com. By Order of the Board of Directors, Anne Kuykendall Senior Vice President and Chief Legal Officer Milpitas, California ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL GENERAL MEETING. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL GENERAL MEETING, PLEASE COMPLETE, DATE, SIGN, AND RETURN THE PROXY CARD OR VOTE VIA TELEPHONE OR INTERNET AS INSTRUCTED IN THESE MATERIALS, AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE ANNUAL GENERAL MEETING. EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE DURING THE ANNUAL GENERAL MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD THROUGH A BROKER, BANK, OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE ANNUAL GENERAL MEETING, YOU MUST OBTAIN A PROXY ISSUED IN YOUR NAME FROM THAT RECORD HOLDER. TABLE OF CONTENT S TABLE OF CONTENTS Page Questions and Answers About These Proxy Materials and Voting 1 Corporate Governance and Board Matters 10 Information Regarding Committees of the Board of Directors 13 Corporate Responsibility 20 Director Compensation 25 Proposal No. 1: Election of Directors 27 Proposal No. 2: Ratification of the Selection of Our Independent Registered Public Accounting Firm 31 Proposal No. 3: Approval, on a Non-Binding Advisory Basis, of the Compensation of Our Named Executive Officers 33 Proposal No. 4: Approval, on a Non-Binding Advisory Basis, of the Frequency of the Advisory Vote to Approve the Compensation of Our Named Executive Officers 34

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