Penguin Solutions Inc
For the period ended Feb 7, 2025. Filed Dec 20, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Feb 7, 2025 · Filed Dec 20, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
PENGUIN SOLUTIONS, INC.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee previously paid with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
PENGUIN SOLUTIONS, INC.
NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON FEBRUARY 7, 2025
December 20, 2024
Dear Shareholder:
You are cordially invited to attend the 2025 Annual General Meeting of the Shareholders (the “Annual General Meeting”) of Penguin Solutions, Inc., a Cayman Islands exempted company (“we,” “us,” “Penguin Solutions,” or the “Company”). The Annual General Meeting will be held in virtual-only format on Friday, February 7, 2025 at 10:00 a.m. Pacific Time, originating from our U.S. executive offices at 39870 Eureka Drive, Newark, CA 94560 and will be accessible at www.virtualshareholdermeeting.com/PENG2025 for the following purposes:
| Items of Business and Board Voting Recommendation | ||
|---|---|---|
| 1 | To elect the two nominees for Class II director to serve until the 2028 annual general meeting of shareholders (the “2028 Annual General Meeting”) or until their successors are duly elected and qualified; | For each of the nominees |
| 2 | To ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the current fiscal year; | For |
| 3 | To approve, on a non-binding advisory basis, the compensation of our Named Executive Officers (“NEOs”); | For |
| 4 | To approve, on a non-binding advisory basis, the frequency of the advisory vote to approve the compensation of our NEOs; and | One Year |
| 5 | To transact such other business as may properly come before the Annual General Meeting or any continuation, postponement, or adjournment of the Annual General Meeting. | |
These items of business are more fully described in the proxy statement accompanying this Notice of Annual General Meeting of Shareholders (the “Proxy Statement”).
The record date for the Annual General Meeting is December 9, 2024 (the “Record Date”). Only shareholders of record at the close of business on the Record Date may vote at the Annual General Meeting or any continuation, postponement, or adjournment thereof. A complete list of such shareholders will be available for examination by any shareholder for any purpose germane to the Annual General Meeting during ordinary business hours at our U.S. executive offices at c/o Penguin Solutions, Inc., 39870 Eureka Drive, Newark, CA 94560 for a period of 14 days prior to the Annual General Meeting.
Important Notice Regarding the Availability of Proxy Materials for the Annual General Meeting
to be held on February 7, 2025 at 10:00 a.m. Pacific Time
The Proxy Statement and annual report to shareholders are available at: www.proxyvote.com.
By Order of the Board of Directors,
Anne Kuykendall
Senior Vice President and Chief Legal Officer
Milpitas, California
ALL SHAREHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL GENERAL MEETING. WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL GENERAL MEETING, PLEASE COMPLETE, DATE, SIGN, AND RETURN THE PROXY CARD OR VOTE VIA TELEPHONE OR INTERNET AS INSTRUCTED IN THESE MATERIALS, AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE ANNUAL GENERAL MEETING. EVEN IF YOU HAVE VOTED BY PROXY, YOU MAY STILL VOTE DURING THE ANNUAL GENERAL MEETING. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD THROUGH A BROKER, BANK, OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE ANNUAL GENERAL MEETING, YOU MUST OBTAIN A PROXY ISSUED IN YOUR NAME FROM THAT RECORD HOLDER.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.