UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 7, 2025
PENGUIN SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
Commission File Number 001-38102
| Cayman Islands | 98-1013909 | ||||
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||
| c/o Walkers Corporate Limited | |||||
| 190 Elgin Avenue | |||||
| George Town, Grand Cayman | |||||
| Cayman Islands | KY1-9008 | ||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
Registrant’s Telephone Number, Including Area Code: (510) 623-1231
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Ordinary shares, $0.03 par value per share | PENG | Nasdaq Global Select Market | ||||||
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).
Emerging growth company ☐
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. ☐
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Item 5.07 Submission of Matters to a Vote of Security Holders.
Penguin Solutions, Inc. (the “Company”) held its 2025 Annual General Meeting of Shareholders (the “Annual General Meeting”) on February 7, 2025. 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 two nominees for Class II director to serve until the Company’s 2028 annual general meeting of shareholders or until their successors are duly elected and qualified. The results of such vote were:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||
| Min Yong Ha | 38,229,828 | 1,951,185 | 33,564 | 5,881,580 | ||||||||||
| Penelope Herscher | 37,492,270 | 2,693,566 | 28,741 | 5,881,580 | ||||||||||
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 29, 2025. The results of such vote were:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 45,319,496 | 767,993 | 8,668 | 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 | ||||||||
| 39,400,995 | 733,768 | 79,814 | 5,881,580 | ||||||||
Proposal No. 4: Approval, on a Non-Binding Advisory Basis, of the Frequency of the Advisory Vote to Approve the Compensation of the Company’s Named Executive Officers
Shareholders approved, on a non-binding advisory basis, “one year” as the frequency of the advisory vote to approve the compensation of the Company’s named executive officers. The results of such vote were:
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||||||||
| 38,737,343 | 162,494 | 1,250,680 | 64,060 | 5,881,580 | ||||||||||
In accordance with the recommendation of the Company’s board of directors and the voting results on this advisory proposal, the Company will hold an advisory vote to approve the compensation of the Company’s named executive officers every one year.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: February 12, 2025 | Penguin Solutions, Inc. | |||||||
| By: | /s/ Anne Kuykendall | |||||||
| Anne Kuykendall | ||||||||
| Senior Vice President and Chief Legal Officer | ||||||||
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