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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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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 22, 2022, the Board of Directors (the “Board”) of SMART Global Holdings, Inc., a Cayman Islands exempted company (the “Company”), appointed Mark Papermaster to the Board, effective August 22, 2022.
In connection with Mr. Papermaster’s appointment to the Board and subject to Board approval of such appointment, on August 12, 2022, the Company entered into an offer letter (the “Offer Letter”) with Mr. Papermaster, pursuant to which he agreed to serve as a member of the Company’s Board. Under the terms of the Offer Letter, Mr. Papermaster will receive annual compensation of $60,000 for his service as a director, reimbursement for reasonable expenses and additional fees for serving on any of the committees of the Board. Mr. Papermaster will also receive an initial grant of restricted stock units (“RSUs”) under the Company’s Amended and Restated 2017 Share Incentive Plan as determined in accordance with the Company’s Independent Director Compensation Policy, and he will be eligible for additional RSU grants as determined by and subject to approval by the Board. In connection with his appointment, Mr. Papermaster also entered into the Company’s standard form of indemnification agreement.
A copy of the press release announcing Mr. Papermaster’s appointment is attached hereto as Exhibit 99.1 and incorporated by reference herein.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release entitled “SMART Global Holdings Appoints Mark Papermaster as New Independent Member of its Board of Directors” issued by SMART Global Holdings, Inc. on August 23, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: August 23, 2022 |
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| By: | /s/ Anne Kuykendall | |||||
| Anne Kuykendall Vice President and General Counsel | ||||||
