Penguin Solutions Sets Virtual 2026 Annual Meeting, Board Backs All Proposals

Ticker: PENG · Form: DEF 14A · Filed: Dec 19, 2025 · CIK: 1616533

Penguin Solutions, Inc. DEF 14A Filing Summary
FieldDetail
CompanyPenguin Solutions, Inc. (PENG)
Form TypeDEF 14A
Filed DateDec 19, 2025
Risk Levellow
Pages16
Reading Time20 min
Key Dollar Amounts$0.03, $15,000
Sentimentneutral

Sentiment: neutral

Topics: Proxy Statement, Corporate Governance, Annual Meeting, Executive Compensation, Auditor Ratification, Shareholder Vote, Redomiciliation

Related Tickers: PENG

TL;DR

**PENG's move to Delaware is a smart play for investor confidence, but keep an eye on that executive compensation vote – shareholders are watching.**

AI Summary

Penguin Solutions, Inc. (PENG) is holding its 2026 Annual Meeting on February 6, 2026, as a virtual event. Key proposals include the election of two Class I directors, the ratification of Deloitte & Touche LLP as the independent auditor for the fiscal year ending August 28, 2026, and a non-binding advisory vote on Named Executive Officer (NEO) compensation. The company recently completed a U.S. Redomiciliation on June 30, 2025, moving its parent company from the Cayman Islands to Delaware, exchanging each ordinary share of Penguin Solutions Cayman for one share of common stock of Penguin Solutions Delaware. As of the Record Date, December 8, 2025, there were 52,560,157 shares of common stock outstanding and 200,000 shares of convertible preferred stock (Issued CPS) outstanding, which are convertible into 6,096,103 shares of common stock, totaling 58,656,260 aggregate votes. The Board recommends voting 'FOR' all proposals. The company will pay an approximate fee of $15,000 to MacKenzie Partners, Inc. for proxy solicitation services.

Why It Matters

This DEF 14A filing outlines critical governance decisions for Penguin Solutions, impacting investor confidence and executive accountability. The U.S. Redomiciliation to Delaware on June 30, 2025, signals a move towards a more familiar and potentially stable regulatory environment for U.S. investors, which could enhance transparency and appeal compared to competitors domiciled offshore. The advisory vote on NEO compensation directly reflects shareholder sentiment on executive pay, influencing future compensation structures and potentially impacting employee morale and retention. Ratifying Deloitte & Touche LLP as auditor reinforces financial oversight, a key factor for customers and the broader market in assessing the company's reliability.

Risk Assessment

Risk Level: low — The risk level is low as the filing primarily concerns routine annual meeting proposals, including director elections and auditor ratification. The U.S. Redomiciliation, completed on June 30, 2025, has already occurred and was approved by shareholders, reducing future uncertainty. There are no contentious proposals or significant changes in corporate strategy indicated that would introduce high risk.

Analyst Insight

Investors should review the director nominees' qualifications and the executive compensation details to ensure alignment with their investment thesis. Voting 'FOR' the auditor ratification is generally a standard practice, but shareholders should consider the implications of the advisory vote on NEO compensation as a signal of their satisfaction with executive performance and pay.

Key Numbers

  • 52,560,157 — Common Stock Shares Outstanding (Entitled to vote as of December 8, 2025 Record Date)
  • 6,096,103 — Convertible Preferred Stock Votes (As-converted common stock votes from 200,000 Issued CPS shares)
  • 58,656,260 — Total Aggregate Votes (Sum of common stock and as-converted CPS votes)
  • $15,000 — Proxy Solicitation Fee (Approximate fee paid to MacKenzie Partners, Inc.)
  • 2025-12-19 — Proxy Mailing Date (Expected date proxy materials will be mailed to stockholders)
  • 2026-02-06 — Annual Meeting Date (Date of the 2026 Annual Meeting of Stockholders)
  • 2025-12-08 — Record Date (Date for determining stockholders entitled to vote)
  • 2025-06-30 — U.S. Redomiciliation Date (Date Penguin Solutions moved its parent company to Delaware)

Key Players & Entities

  • Penguin Solutions, Inc. (company) — Registrant and publicly traded parent company
  • Deloitte & Touche LLP (company) — Independent registered public accounting firm
  • MacKenzie Partners, Inc. (company) — Proxy solicitor for the Annual Meeting
  • Anne Kuykendall (person) — Senior Vice President and Chief Legal Officer
  • SEC (regulator) — Securities and Exchange Commission
  • Cayman Islands (regulator) — Former domicile of Penguin Solutions Cayman, Inc.
  • Delaware (regulator) — Current domicile of Penguin Solutions, Inc.
  • $15,000 (dollar_amount) — Approximate fee for MacKenzie Partners, Inc.
  • 52,560,157 (dollar_amount) — Shares of common stock outstanding on Record Date
  • 6,096,103 (dollar_amount) — Votes from Issued CPS on an as-converted basis

FAQ

What are the key proposals for the Penguin Solutions 2026 Annual Meeting?

The key proposals for the Penguin Solutions 2026 Annual Meeting are the election of two Class I directors, the ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending August 28, 2026, and a non-binding advisory vote on the compensation of Named Executive Officers.

When and where will the Penguin Solutions 2026 Annual Meeting be held?

The Penguin Solutions 2026 Annual Meeting will be held on Friday, February 6, 2026, at 10:00 a.m. Pacific Time. It will be a completely virtual meeting, accessible via live webcast at www.virtualshareholdermeeting.com/PENG2026.

What was the U.S. Redomiciliation for Penguin Solutions?

The U.S. Redomiciliation for Penguin Solutions, completed on June 30, 2025, involved moving the parent company, Penguin Solutions (Cayman), Inc., from the Cayman Islands to the State of Delaware, resulting in Penguin Solutions, Inc., a Delaware corporation, becoming the publicly traded parent company.

How many votes are outstanding for Penguin Solutions as of the Record Date?

As of the Record Date, December 8, 2025, there were 52,560,157 shares of common stock and 200,000 shares of convertible preferred stock (Issued CPS) outstanding. The Issued CPS are convertible into 6,096,103 shares of common stock, leading to an aggregate of 58,656,260 votes.

What is the Board's recommendation for the proposals at the Penguin Solutions Annual Meeting?

The Board of Directors recommends voting 'FOR' the election of each of the two nominees for director, 'FOR' the ratification of the appointment of Deloitte & Touche LLP, and 'FOR' the approval, on a non-binding advisory basis, of the compensation of the Named Executive Officers.

Who is soliciting proxies for Penguin Solutions and what is the cost?

The Board of Directors is soliciting proxies on behalf of Penguin Solutions. MacKenzie Partners, Inc. has been engaged as the proxy solicitor for an approximate fee of $15,000, plus fees for additional services and reimbursement for reasonable out-of-pocket expenses.

What is the deadline for voting by proxy for the Penguin Solutions Annual Meeting?

To vote via telephone or internet, your vote must be received by 11:59 p.m. Eastern Time on February 5, 2026, to be counted for the Penguin Solutions Annual Meeting.

Can a stockholder change their vote after submitting a proxy for Penguin Solutions?

Yes, a stockholder can revoke their proxy at any time before the final vote at the Annual Meeting by submitting another properly completed proxy card, granting a subsequent proxy by telephone or internet, sending a timely written notice to the Secretary, or attending and voting during the Annual Meeting.

What is the impact of a 'broker non-vote' on Penguin Solutions' proposals?

A 'broker non-vote' occurs when a broker cannot vote shares on non-routine matters (like director elections and NEO compensation) without instructions from the beneficial owner. Broker non-votes count for determining a quorum but do not count as votes cast for these specific proposals.

When are stockholder proposals due for Penguin Solutions' 2027 Annual Meeting?

Stockholders wishing to present proposals for inclusion in Penguin Solutions' proxy statement for the 2027 Annual Meeting must submit them to the Secretary by August 21, 2026. For other proposals or director nominations not for inclusion in the proxy statement, notices must be received between October 9, 2026, and November 8, 2026.

Industry Context

Penguin Solutions operates in a dynamic technology sector, likely involving software, data management, or related services. The industry is characterized by rapid innovation, increasing demand for cloud-based solutions, and significant competition from both established players and emerging startups. Companies in this space often focus on recurring revenue models and strategic acquisitions to maintain growth and market share.

Regulatory Implications

As a Delaware corporation, Penguin Solutions is subject to U.S. federal and state securities laws and regulations. The redomiciliation to Delaware aligns the company with a well-established corporate law framework. Compliance with SEC reporting requirements, including this DEF 14A filing, is crucial for maintaining investor confidence and market access.

What Investors Should Do

  1. Review the proxy materials carefully, especially regarding director nominees and executive compensation.
  2. Vote your shares for the election of Class I directors and the ratification of Deloitte & Touche LLP.
  3. Participate in the advisory vote on Named Executive Officer (NEO) compensation.
  4. Attend the virtual Annual Meeting on February 6, 2026, to ask questions and vote directly.

Key Dates

  • 2025-12-08: Record Date for Annual Meeting — Determines which stockholders are entitled to vote at the 2026 Annual Meeting.
  • 2025-12-19: Proxy Mailing Date — Indicates when stockholders will receive proxy materials, allowing time for review and voting.
  • 2026-02-06: 2026 Annual Meeting of Stockholders — The date for key corporate decisions, including director elections and advisory votes on compensation.
  • 2025-06-30: U.S. Redomiciliation Completion — Penguin Solutions moved its parent company from the Cayman Islands to Delaware, impacting its corporate structure.

Glossary

DEF 14A
A filing with the SEC that provides detailed information to shareholders about matters to be voted on at an annual meeting. (This document contains the official proxy statement for Penguin Solutions' 2026 Annual Meeting.)
U.S. Redomiciliation
The process by which Penguin Solutions moved its parent company's legal domicile from the Cayman Islands to Delaware. (This change affects the company's corporate structure and jurisdiction.)
Record Date
A specific date used to determine which shareholders are eligible to vote at a shareholder meeting. (Sets the eligibility for voting at the February 6, 2026 Annual Meeting.)
Named Executive Officers (NEOs)
The top executive officers of a company whose compensation is disclosed in SEC filings. (Their compensation is subject to a non-binding advisory vote by shareholders at the annual meeting.)
Virtual Meeting
A shareholder meeting conducted entirely online, allowing remote participation. (Penguin Solutions is holding its 2026 Annual Meeting virtually to enhance accessibility.)
Proxy Card
A document that authorizes a designated person to vote a shareholder's shares on their behalf. (Used by shareholders who cannot attend the virtual meeting to cast their votes.)
Independent Registered Public Accounting Firm
An external audit firm hired to provide an independent opinion on a company's financial statements. (Deloitte & Touche LLP is proposed for ratification for the fiscal year ending August 28, 2026.)
Class I Directors
Directors who are part of a specific class in a staggered board structure, typically serving a three-year term. (Two Class I directors are up for election at the 2026 Annual Meeting.)

Year-Over-Year Comparison

This filing marks a significant transition for Penguin Solutions due to its recent U.S. Redomiciliation on June 30, 2025, moving its parent company from the Cayman Islands to Delaware. While specific comparative financial metrics from a prior DEF 14A are not detailed here, this event itself represents a strategic shift in corporate structure. The current filing focuses on the upcoming 2026 Annual Meeting, including director elections, auditor ratification, and executive compensation, reflecting ongoing corporate governance activities post-redomiciliation.

Filing Stats: 4,910 words · 20 min read · ~16 pages · Grade level 11.5 · Accepted 2025-12-19 16:20:51

Key Financial Figures

  • $0.03 — 7 shares of our common stock, par value $0.03 per share, outstanding and entitled to
  • $15,000 — nnual Meeting for an approximate fee of $15,000 plus fees for additional services, if n

Filing Documents

From the Filing

peng-20251219 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. PENGUIN SOLUTIONS, INC. NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON FRIDAY, FEBRUARY 6, 2026 December 19, 2025 Dear Stockholder: You are cordially invited to attend the 2026 Annual Meeting of the Stockholders (the "Annual Meeting") of Penguin Solutions, Inc., a Delaware corporation ("we," "us," "Penguin Solutions," or the "Company"). The Annual Meeting will be held on Friday, February 6, 2026 at 10:00 a.m. Pacific Time. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/PENG2026 and entering your 16-digit control number included in your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials. The Annual Meeting will be held for the following purposes: Items of Business and Board Voting Recommendation 1 To elect the two nominees as Class I directors to serve until the 2029 annual meeting of stockholders (the "2029 Annual Meeting") or until their successors are duly elected and qualified; For each of the nominees 2 To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending August 28, 2026; For 3 To approve, on a non-binding advisory basis, the compensation of our Named Executive Officers ("NEOs"); and For 4 To transact such other business as may properly come before the Annual Meeting or any continuation, postponement, or adjournment of the Annual Meeting. These items of business are more fully described in the proxy statement accompanying this Notice of Annual Meeting of Stockholders (the "Proxy Statement"). The record date for the Annual Meeting is December 8, 2025 (the "Record Date"). Only stockholders of record at the close of business on the Record Date may vote at the Annual Meeting or any continuation, postponement, or adjournment thereof. A complete list of such stockholders will be available for examination by any stockholder for any purpose germane to the Annual Meeting during ordinary business hours at our executive offices at c/o Penguin Solutions, Inc., 45800 Northport Loop West, Fremont, CA 94538 for a period of 10 days ending on the day before the Annual Meeting. The Annual Meeting may be continued or adjourned from time to time without notice other than by announcement at the Annual Meeting. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on Friday, February 6, 2026 at 10:00 a.m. Pacific Time The Proxy Statement and annual report to stockholders are available at: www.proxyvote.com . By Order of the Board of Directors, Anne Kuykendall Senior Vice President and Chief Legal Officer Fremont, California ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL 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 MEETING. EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE DURING THE ANNUAL 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 MEETING, YOU MUST OBTAIN A PROXY ISSUED IN YOUR NAME FROM THAT RECORD HOLDER. TABLE OF CONTENTS Page Questions and Answers About These Proxy Materials and Voting 1 Corporate Governance and Board Matters 9 Information Regarding Committees of the Board of Directors 13 Corporate Responsibility 20 Director Compensation 26 Proposal No. 1: Election of Directors 28 Proposal No. 2: Ratification of the Appointment of Our Independent Registered Public Accounting Firm 32 Proposal No. 3: Approval, on a Non-Binding Advisory Basis, of the Compensation of Our Named Executive Officers 34 Other Information Related to Pengui

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