Item 5.08. Shareholder Director Nominations.
(a) To the extent applicable, the information in Item 8.01 of this Form 8-K is incorporated by reference into this Item 5.08.
Item 8.01. Other Events.
On September 25, 2023, the Board of Directors of SMART Global Holdings, Inc., a Cayman Islands exempted company (the “Company”), determined that the Company’s 2024 annual general meeting of shareholders (the “Meeting”) will be held on February 9, 2024 at 10:00 a.m. Pacific Time. The location of the Meeting will be as set forth in the Company’s definitive proxy statement for the Meeting to be filed with the United States Securities and Exchange Commission (the “SEC”).
With respect to director nominations, the Company’s Second Amended and Restated Memorandum and Articles of Association (“Articles of Association”) provide that shareholders who wish to nominate a director to be brought before the shareholders at an annual meeting of shareholders must notify the Company’s Secretary by a written notice, which notice must be received at the Company’s principal executive offices not less than 120 days prior to the annual meeting of shareholders; provided, however, that in the event less than 130 days’ notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice to be timely must be so received not later than the close of business on the 10th day following the earlier of the day on which such notice of the date of the meeting was mailed or such public disclosure was made. For other business to be brought before the shareholders at an annual meeting of shareholders outside of Rule 14a-8 under the Securities Exchange Act of 1934, as amended, shareholders must notify the Company’s Secretary by a written notice, which notice must be received at the Company’s principal executive offices not less than 45 days prior to the anniversary date on which the Company mailed proxy materials for the prior year’s annual meeting.
Shareholders wishing to present nominations for director for consideration at the Meeting under these provisions of the Company’s Articles of Association must submit their nominations so that they are received at the Company’s principal executive offices, c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman, Cayman Islands, not later than October 12, 2023 in order to be considered. Shareholders wishing to present other proposals for consideration at the Meeting under these provisions of the Company’s Articles of Association must submit their proposals so that they are received at the Company’s principal executive offices, c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman, Cayman Islands, not later than November 5, 2023 in order to be considered.
Any director nominations or shareholder proposal must also comply with the requirements of Cayman Islands law, the rules and regulations promulgated by the SEC and the Company’s Articles of Association.
