Penguin Solutions, Inc.

DEF 14A 1 d942497ddef14a.htm DEF 14A

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:

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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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 “Voting Record Time”) vote to approve the scheme of arrangement, Penguin Solutions Cayman will apply to the Cayman Court for sanction of the scheme of arrangement. If sanctioned by the Cayman Court, and following the filing of the Order of the Cayman Court sanctioning the scheme of arrangement with the Cayman Islands Registrar of Companies, the scheme of arrangement will be become effective in accordance with its terms and binding on all shareholders of Penguin Solutions Cayman whether or not they voted in favor of the scheme of arrangement. This will enable the parent company of the Penguin Solutions group of companies to redomicile from the Cayman Islands to the United States in an efficient manner and without disruption to our operations. We are making the accompanying proxy statement available in connection with the solicitation by the Penguin Solutions Cayman Board of proxies to be voted at the special meeting of our shareholders convened for the purposes set forth in the accompanying proxy statement.

While our incorporation in the Cayman Islands has served us and our shareholders well for many years, there are compelling reasons that support redomiciling the parent company of the Penguin Solutions group of companies to the United States at this time. After considering various factors, the Penguin Solutions Cayman Board unanimously determined that redomiciling the parent company of the Penguin Solutions group of companies to Delaware is in the best interests of Penguin Solutions Cayman and will best help us to accomplish our strategic objectives. We believe that the redomiciliation will, among other benefits, simplify and streamline the organizational, statutory and regulatory structure of the Penguin Solutions group of companies for the benefit of shareholders and align the legal framework governing the Penguin Solutions group of companies with our operational footprint. Through our existing subsidiaries and our listing on the Nasdaq Global Select Market (“Nasdaq”), we already have a substantial presence in the United States, and it is important to note that a majority of the Penguin Solutions group’s operating assets, including significant intellectual property, and a substantial portion of our employee base are also in the United States. The reasons for the transaction are discussed in further detail in the accompanying proxy statement.

On June 16, 2025, commencing at 10:00 a.m. (Pacific Time), we will hold a scheme meeting of our shareholders to vote on the proposed scheme of arrangement as described below at the offices of Latham & Watkins LLP, located at 140 Scott Drive, Menlo Park, California, 94025 and will broadcast the scheme meeting via live webcast (the “Scheme Meeting”). Registered shareholders as of the Voting Record Time will be entitled to attend and vote at the Scheme Meeting.

At the Scheme Meeting, you will be asked to vote on a proposal for a “scheme of arrangement” pursuant to Section 86 of the Cayman Islands Companies Act (2025 Revision), as amended, modified orre-enacted from time to time, that would result in a change in the ultimate parent company of the Penguin Solutions group of companies from the current parent company that is incorporated in the Cayman Islands to a parent company that is incorporated in Delaware, as described in the accompanying proxy statement.

For you, our shareholders, much will remain unchanged following the completion of the scheme of arrangement. If the scheme of arrangement is approved, becomes effective and is implemented, it will result in the exchange of your Penguin Solutions Cayman ordinary shares and Penguin Solutions Cayman convertible preferred shares, as applicable, for an equal number of shares of common stock of Penguin Solutions Delaware and shares of convertible preferred stock of Penguin Solutions Delaware, respectively, and Penguin Solutions Delaware will become the ultimate parent company of the Penguin Solutions group of companies.

If the scheme of arrangement takes effect, your rights with respect to the Penguin Solutions Delaware stock will be substantially the same as those currently in effect with respect to the Penguin Solutions Cayman shares. Upon the terms of the scheme of arrangement being implemented, holders of Penguin Solutions Delaware stock will have the same proportionate interest in the profits, net assets and dividends of the Penguin Solutions group of companies as they had immediately prior to the implementation of the scheme of arrangement as a holder of Penguin Solutions Cayman shares. However, there are differences between what your rights will be under Delaware law and what they currently are under Cayman Islands law. In addition, there are differences between Penguin Solutions Cayman’s articles of association and Penguin Solutions Delaware’s amended and restated certificate of incorporation and amended and restated bylaws as they will be in effect upon the completion of the scheme of arrangement. These differences are discussed under the sections titled “Description of Penguin Solutions Delaware Capital Stock” and “Comparison of Rights of Cayman Islands Shareholders and Delaware Stockholders”.

Just as is the case today with your Penguin Solutions Cayman ordinary shares, upon completion of the transaction, the common stock of Penguin Solutions Delaware, our ultimate parent company, will be listed on Nasdaq under the ticker symbol “PENG” and will be registered with the U.S. Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended, and be subject to the same SEC reporting requirements, the mandates of the Sarbanes-Oxley Act of 2002 and the applicable corporate governance rules of Nasdaq. Similarly, the shares of convertible preferred stock of Penguin Solutions Delaware will not be listed for trading upon completion of the transaction, as is the case with the Penguin Solutions Cayman convertible preferred shares. We will continue to report our financial results in U.S. dollars and under U.S. generally accepted accounting principles. Penguin Solutions Delaware will in the ordinary course make available customary reports filed with the SEC, consistent with our established current practices.

The accompanying proxy statement provides you with detailed information regarding the transactions to be effected pursuant to the scheme of arrangement, and certain related transactions. As such, the proxy statement provides important information about the Scheme Meeting and the proposal described above. We encourage you to read the entire document carefully.You should carefully read and consider the “Risk Factors” beginning on page ****23 of the accompanying proxy statement for a discussion of potential risks before voting. You are entitled to vote by attending the Scheme Meeting (including via live webcast) or by appointing a proxy. It is not necessary that the proxy appointed by you be a current shareholder of Penguin Solutions Cayman.

Your vote is very important. The Penguin Solutions Cayman Board has unanimously determined that the proposal above is advisable and in the best interests of Penguin Solutions Cayman and recommends that you vote “FOR” the above proposal.

In order to participate in the Scheme Meeting online, go to www.virtualshareholdermeeting.com/PENG2025SM. Registered shareholders as of the Voting Record Time must use the control number found on their proxy card sent in respect of the Scheme Meeting. If you hold your shares in “street name”, you may not attend the Scheme Meeting or vote your Penguin Solutions Cayman ordinary shares at the Scheme Meeting unless you obtain an “instrument of proxy” or “legal proxy” from your broker or nominee that holds your Penguin Solutions Cayman ordinary shares. If you plan to attend in person and vote your “street name” shares at the Scheme Meeting, you should request such an “instrument of proxy” or “legal proxy” from your broker, bank, or other holder of record and bring it with you to the Scheme Meeting along with proof of identification. If you plan to attend the Scheme Meeting online via live webcast and vote your “street name” shares at the Scheme Meeting, you must use the control number found on your voting instruction form sent in respect of the Scheme Meeting in order to obtain a “legal proxy” and access the Scheme Meeting. Shareholders are encouraged to submit their votes in advance of the Scheme Meeting, following the procedures outlined further below and in the accompanying proxy statement. For more detail, please see “The Scheme Meeting—Voting Record Time; Voting Rights,” and “The Scheme Meeting—How You Can Vote.”

If you are a registered shareholder as of the Voting Record Time, to ensure that your Penguin Solutions Cayman shares are voted in accordance with your wishes, please properly mark, date, sign and return the accompanying proxy card by mail in the enclosed, postage-paid envelope (as applicable) as promptly as possible. In order for your proxies to be voted, Broadridge must receive your proxy cards at Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717, not later than 8:59 p.m. (Pacific Time) on June 15, 2025.

If you hold your Penguin Solutions Cayman shares in “street name” through a bank, broker, trustee, custodian or other nominee (which we generally refer to as “brokers” or “nominees”), to ensure that your Penguin Solutions Cayman shares are voted in accordance with your wishes, please properly mark, date, sign and return the accompanying voting instruction form by mail in the enclosed, postage-paid envelope (as applicable) or follow the internet ortouch-tone voting instructions on the voting instruction form as promptly as possible. In order for your voting instruction form to be voted, your broker or nominee must receive your voting instruction form by 8:59 p.m. (Pacific Time) on June 15, 2025. Please note that holders of Penguin Solutions Cayman shares through brokers or nominees are required to submit their voting instruction forms to their applicable broker or nominee prior to the deadline applicable to registered holders of Penguin Solutions Cayman shares and such holders should follow any separate instructions that are provided by their applicable broker or nominee. You should contact your broker or nominee directly for more information on these procedures.

If you have any questions about the Scheme Meeting or require assistance, please call MacKenzie Partners, Inc. (“MacKenzie”), our proxy solicitor, at +1 (800)322-2885 (toll-free within the United States) or at +1 (212)929-5500 (outside the United States).

On behalf of the Penguin Solutions Cayman Board, thank you for your continued support.

Sincerely,

Mark Adams

President and Chief Executive Officer

Neither the SEC nor any state securities commission has approved or disapproved of the securities to be issued in the contemplated scheme of arrangement or determined if the accompanying proxy statement is truthful or complete. Any representation to the contrary is a criminal offense.

The accompanying proxy statement related to the Penguin Solutions Cayman shares is dated May 2, 2025 and is first being mailed to Penguin Solutions Cayman’s shareholders on or about May 2, 2025.

SUMMARY OF NOTICE OF THE SPECIAL SCHEME MEETING

OF THE HOLDERS OF PENGUIN SOLUTIONS, INC.

ORDINARY SHARES AND CONVERTIBLE PREFERRED SHARES

TO BE HELD ON JUNE 16, 2025

To the holders of ordinary shares and convertible preferred shares (“shareholders”) of Penguin Solutions, Inc. (“Penguin Solutions Cayman”):

On June 16, 2025, Penguin Solutions Cayman will hold a special scheme meeting (the “Scheme Meeting”) of the Penguin Solutions Cayman shareholders, which will commence at 10:00 a.m. (Pacific Time), in order to approve a proposal for a scheme of arrangement pursuant to Section 86 of the Cayman Islands Companies Act (2025 Revision), as amended, modified orre-enacted from time to time (the “Cayman Companies Act”).

We will hold the Scheme Meeting at the offices of Latham & Watkins LLP, located at 140 Scott Drive, Menlo Park, California, 94025 and will broadcast the Scheme Meeting via live webcast. Registered shareholders as of 1:15 p.m. (Pacific Time) on April 25, 2025 (the “Voting Record Time”) will be entitled to attend and vote at the Scheme Meeting.

In order to participate in the Scheme Meeting online, go to www.virtualshareholdermeeting.com/PENG2025SM. Registered shareholders must use the control number found on their proxy card sent in respect of the Scheme Meeting. If you hold your shares in “street name”, you may not attend the Scheme Meeting or vote your Penguin Solutions Cayman ordinary shares at the Scheme Meeting unless you obtain an “instrument of proxy” or “legal proxy” from your broker or nominee that holds your Penguin Solutions Cayman ordinary shares. If you plan to attend in person and vote your “street name” shares at the Scheme Meeting, you should request such an “instrument of proxy” or “legal proxy” from your broker, bank, or other holder of record and bring it with you to the Scheme Meeting along with proof of identification. If you plan to attend the Scheme Meeting online via live webcast and vote your “street name” shares at the Scheme Meeting, you must use the control number found on your voting instruction form sent in respect of the Scheme Meeting in order to obtain a “legal proxy” and access the Scheme Meeting. Shareholders are encouraged to submit their votes in advance of the Scheme Meeting, following the procedure outlined further below.

Shareholders are being asked to vote on the following matter at the Scheme Meeting:

We refer to this as the “Scheme of Arrangement Proposal.”

Approval of the Scheme of Arrangement Proposal by our shareholders as of the Voting Record Time (as defined below) at the Scheme Meeting is a condition to the Scheme of Arrangement becoming effective.

The formal notice of the Scheme Meeting is provided as an attachment to the accompanying proxy statement as Annex A, and should be read closely. This summary does not constitute the formal notice in respect of the Scheme Meeting.

The Penguin Solutions Cayman Board has set 1:15 p.m. (Pacific Time) on April 25, 2025 as the record date for the Scheme Meeting. This means that only those persons who were shareholders at 1:15 p.m. (Pacific Time) on April 25, 2025 (the “Voting Record Time”) will be entitled to receive notice of, and to attend and vote, at the Scheme Meeting and any adjournments thereof.

The Scheme Meeting has been convened at 10:00 a.m. (Pacific Time) on June 16, 2025, pursuant to an Order of the Cayman Islands Grand Court (the “Cayman Court”) granted on April 29, 2025 (the “Cayman Court Order”). If the shareholders as of the Voting Record Time approve the Scheme of Arrangement Proposal and the other conditions to the Scheme of Arrangement have been satisfied or waived, we will seek the Cayman Court’s sanction of the Scheme of Arrangement. Sanction of the Cayman Court must be obtained as a condition to the Scheme of Arrangement becoming effective. We expect the sanction hearing to be held at the Law Courts, George Town, Grand Cayman at 7:30 a.m. (Pacific Time) on June 25, 2025 (the “Sanction Hearing”), further details of which will be advertised by Penguin Solutions Cayman in The Wall Street Journal and a Cayman Islands newspaper in accordance with the Cayman Court Order. Shareholders as at the Voting Record Time who voted at the Scheme Meeting or gave instructions to their broker or nominee to vote at the Scheme Meeting (as applicable) have the right to attend the Sanction Hearing and to appear in person or be represented by counsel to support or oppose the sanction of the Scheme of Arrangement. If you are a shareholder who wishes to appear in person or by counsel at the Sanction Hearing and present evidence or arguments in support of or opposition to the Scheme of Arrangement, we expect that the Cayman Court will require that you give notice of your intention to do so to Penguin Solutions Cayman’s Cayman Islands legal advisers, Walkers (Cayman) LLP, at 190 Elgin Avenue, George Town, Grand Cayman KY19001, Cayman Islands, at least three days before the Sanction Hearing. Penguin Solutions Cayman will not object to the participation in the Sanction Hearing by any person who holds shares through a broker or any other person with a legitimate interest in the proceedings and all such persons will have a right to participate.

The accompanying proxy statement and proxy card are first being sent on or about May 2, 2025 to the Penguin Solutions Cayman shareholders and contain additional information on how to attend the Scheme Meeting and vote any Penguin Solutions Cayman shares you own in person (including via live webcast) or by proxy at the Scheme Meeting.

If you hold Penguin Solutions Cayman ordinary shares in “street name”, you may not attend the Scheme Meeting or vote your Penguin Solutions Cayman ordinary shares at the Scheme Meeting unless you obtain an “instrument of proxy” or “legal proxy” from your broker or nominee that holds your Penguin Solutions Cayman ordinary shares. If you plan to attend in person and vote your “street name” shares at the Scheme Meeting, you should request such an “instrument of proxy” or “legal proxy” from your broker, bank, or other holder of record and bring it with you to the Scheme Meeting along with proof of identification. If you plan to attend the Scheme Meeting online via live webcast and vote your “street name” shares at the Scheme Meeting, you must use the control number found on your voting instruction form sent in respect of the Scheme Meeting in order to obtain a “legal proxy” and access the Scheme Meeting.

YOUR VOTE IS IMPORTANT. WHETHER OR NOT YOU EXPECT TO ATTEND THE SCHEME MEETING, PLEASE TAKE THE NECESSARY STEPS TO VOTE IN ADVANCE OF THE SCHEME MEETING.

IF YOU ARE A REGISTERED SHAREHOLDER, YOU SHOULD PROPERLY MARK, DATE, SIGN AND RETURN THE ACCOMPANYING PROXY CARD IN THE ENCLOSED, POSTAGE-PAID ENVELOPE AS PROMPTLY AS POSSIBLE.

IN ORDER FOR YOUR PROXIES TO BE VOTED, BROADRIDGE MUST RECEIVE YOUR PROXY CARD AT VOTE PROCESSING, C/O BROADRIDGE, 51 MERCEDES WAY, EDGEWOOD, NY 11717, NOT LATER THAN 8:59 P.M. (PACIFIC TIME) ON JUNE 15, 2025.

IF YOU HOLD YOUR PENGUIN SOLUTIONS CAYMAN SHARES IN “STREET NAME” THROUGH A BROKER OR NOMINEE, YOU SHOULD PROPERLY MARK, DATE, SIGN AND RETURN THE ACCOMPANYING VOTING INSTRUCTION FORM IN THE ENCLOSED, POSTAGE-PAID ENVELOPE OR FOLLOW THE INTERNET ORTOUCH-TONE VOTING INSTRUCTIONS ON THE VOTING INSTRUCTION FORM AS PROMPTLY AS POSSIBLE.

IN ORDER FOR YOUR VOTING INSTRUCTION FORM TO BE VOTED, YOUR BROKER OR NOMINEE MUST RECEIVE YOUR VOTING INSTRUCTION FORM BY 8:59 P.M. (PACIFIC TIME) ON JUNE 15, 2025. PLEASE NOTE THAT HOLDERS OF PENGUIN SOLUTIONS CAYMAN SHARES THROUGH A BROKER OR NOMINEE ARE REQUIRED TO SUBMIT VOTING INSTRUCTIONS TO THEIR APPLICABLE BROKER OR NOMINEE PRIOR TO THE DEADLINE APPLICABLE FOR THE SUBMISSION OF PROXY CARDS BY PENGUIN SOLUTIONS CAYMAN SHAREHOLDERS AND SUCH HOLDERS SHOULD FOLLOW ANY SEPARATE INSTRUCTIONS THAT ARE PROVIDED BY THEIR APPLICABLE BROKER OR NOMINEE. YOU SHOULD CONTACT YOUR BROKER OR NOMINEE DIRECTLY FOR MORE INFORMATION ON THESE PROCEDURES.

The accompanying proxy statement incorporates documents by reference. Please see “Where You Can Find More Information” beginning on page 103 of the accompanying proxy statement for a listing of documents incorporated by reference. These documents are available to any person, including any beneficial owner, upon request by contacting us at:

1390 McCarthy Boulevard, Milpitas, CA 95035

Telephone: +1 (510) 623-1231

To ensure timely delivery of these documents, any request should be made no later than June 2, 2025. The exhibits to these documents will generally not be made available unless such exhibits are specifically incorporated by reference in the accompanying proxy statement.