Penguin Solutions Files Proxy Statement for June Meeting

TL;DR

Penguin Solutions (formerly SMART Global) proxy filed. Vote on June 16th.

AI Summary

Penguin Solutions, Inc. filed its definitive proxy statement (DEF 14A) on May 2, 2025, for its annual meeting on June 16, 2025. The filing concerns the solicitation of proxies from shareholders regarding matters to be voted on at the meeting. The company, formerly known as SMART Global Holdings, Inc., is based in Newark, CA, and operates in the semiconductors industry.

Why It Matters

This filing is crucial for shareholders as it outlines the agenda for the annual meeting, including any proposals or director elections, allowing them to make informed voting decisions.

Risk Assessment

Risk Level: low — This is a routine annual filing (DEF 14A) and does not contain new material financial information or significant corporate events.

Key Players & Entities

• Penguin Solutions, Inc. (company) — Registrant
• SMART Global Holdings, Inc. (company) — Former company name
• May 2, 2025 (date) — Filing date
• June 16, 2025 (date) — Meeting date
• 3674 (industry_code) — Standard Industrial Classification for Semiconductors & Related Devices

FAQ

From the Filing

0001193125-25-110748.txt : 20250502 0001193125-25-110748.hdr.sgml : 20250502 20250502084539 ACCESSION NUMBER: 0001193125-25-110748 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 20250616 FILED AS OF DATE: 20250502 DATE AS OF CHANGE: 20250502 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Penguin Solutions, Inc. CENTRAL INDEX KEY: 0001616533 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] ORGANIZATION NAME: 04 Manufacturing EIN: 981013909 STATE OF INCORPORATION: E9 FISCAL YEAR END: 0830 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: 1934 Act SEC FILE NUMBER: 001-38102 FILM NUMBER: 25905633 BUSINESS ADDRESS: STREET 1: 39870 EUREKA DRIVE CITY: NEWARK STATE: CA ZIP: 94560-4809 BUSINESS PHONE: (510) 623-1231 MAIL ADDRESS: STREET 1: 39870 EUREKA DRIVE CITY: NEWARK STATE: CA ZIP: 94560-4809 FORMER COMPANY: FORMER CONFORMED NAME: SMART Global Holdings, Inc. DATE OF NAME CHANGE: 20140813 DEF 14A 1 d942497ddef14a.htm DEF 14A DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 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 Pursuant to §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 paid previously 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 Contents PENGUIN SOLUTIONS, INC. SPECIAL SCHEME MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 16, 2025 May 2, 2025 Dear holders of ordinary shares and convertible preferred shares (the “ shareholders ”) of Penguin Solutions, Inc. (“ Penguin Solutions Cayman ”): After a review by our board of directors (the “ Penguin Solutions Cayman Board ”) and management team, we have determined that it is advisable to redomicile the parent company of our corporate group from the Cayman Islands to the United States, to be effected by way of scheme of arrangement under Cayman Islands law. The new parent company, also named Penguin Solutions, Inc., is incorporated in Delaware (“ Penguin Solutions Delaware ”). As part of the transaction, each issued Penguin Solutions Cayman ordinary share at the completion date of the scheme of arrangement will be exchanged for one share of common stock of Penguin Solutions Delaware, each issued Penguin Solutions Cayman convertible preferred share at the completion date of the scheme of arrangement will be exchanged for one share of convertible preferred stock of Penguin Solutions Delaware, and Penguin Solutions Delaware will become the ultimate parent company of the Penguin Solutions group of companies. A scheme of arrangement under Cayman Islands law is a court-approved arrangement entered into between a company and its shareholders, commonly used by Cayman Islands domiciled companies to redomicile or reorganize their businesses. The scheme of arrangement process requires shareholder approval. In order to commence the scheme of arrangement process, Penguin Solutions Cayman applied to the Grand Court of the Cayman Islands (the “ Cayman Court ”) for, among other matters, permission to convene a meeting of its registered shareholders as at the relevant time, to consider and vote on a proposal to consummate a scheme of arrangement. If the requisite statutory threshold of shareholders as of 1:15 p.m. (Pacific Time) on April 25, 2025 (the “ V