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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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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).
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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 2023 Annual General Meeting of Shareholders (the “Annual General Meeting”) on February 10, 2023. The final voting results for each of the items submitted to a shareholder vote at the Annual General Meeting are set forth below.
Proposal No. 1: Election of Directors
Shareholders elected each of the three nominees for Class III director to serve until the Company’s 2026 annual general meeting of shareholders or until their successors are duly elected and qualified. The results of such vote were:
| Nominee |
For |
Withheld |
Broker Non-Votes | |||
| Mark Adams | 39,847,154 | 203,655 | 5,669,988 | |||
| Bryan Ingram | 37,675,285 | 2,375,524 | 5,669,988 | |||
| Mark Papermaster | 39,850,996 | 199,813 | 5,669,988 |
Proposal No. 2: Ratification of the Selection of the Company’s Independent Registered Public Accounting Firm
Shareholders ratified the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 25, 2023. The results of such vote were:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 45,305,423 | 398,510 | 16,864 | 0 |
Proposal No. 3: Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company’s Named Executive Officers
Shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The results of such vote were:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 39,335,282 | 601,308 | 114,219 | 5,669,988 |
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.
| SMART GLOBAL HOLDINGS, INC. | ||||||
| Date: February 13, 2023 | ||||||
| By: | /s/ Anne Kuykendall | |||||
| Anne Kuykendall Vice President and General Counsel | ||||||
