UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 |
||||||
| By: | /s/ Anne Kuykendall | |||||
| Anne Kuykendall Vice President and General Counsel | ||||||
Exhibit 99.1
Press Release
SGH Appoints Mark Papermaster as Independent Member of Board of Directors
MILPITAS, Calif.—(BUSINESS WIRE)— SMART Global Holdings, Inc. (“SGH”) (Nasdaq: SGH) today announced the appointment of Mark Papermaster, Chief Technology Officer and Executive Vice President of Technology and Engineering at Advanced Micro Devices, Inc. (Nasdaq: AMD), to its board of directors, effective August 22, 2022.
“We are pleased to have Mark join our board at SGH,” commented Mark Adams, President and CEO of SGH. “His extensive experience and accomplishments in advancing technology, redesigning engineering processes and leading innovative teams in transforming AMD will be invaluable to SGH.”
Mr. Papermaster brings more than 35 years of engineering and technology industry experience to the board. At AMD, for over a decade, he has been responsible for technical direction and product development including microprocessor design, input/output (I/O) and memory, system-on-chip (SOC) methodology, and advanced research. He previously served as the leader of the Silicon Engineering Group at Cisco Systems, Inc., as senior vice president of Devices Hardware Engineering for iPod and iPhone at Apple, Inc., and in multiple roles in technology and server development at IBM Corp. Mr. Papermaster received his bachelor’s degree from the University of Texas at Austin and master’s degree from the University of Vermont, both in Electrical Engineering. He is a long-term member of the University of Texas Cockrell School of Engineering Advisory Board, the Juvenile Diabetes Research Foundation, CTO Forum Advisory Board, IEEE Industry Advisory Board and the Global Semiconductor Alliance Board of Directors.
About SMART Global Holdings – SGH
At SGH, our companies are united by a drive to raise the bar, execute with discipline and focus on what’s next for the technologies that support and advance the world. Across computing, memory, and LED lighting solutions, we build long-term strategic partnerships with our customers. Backed by a proven leadership team, we operate with excellence around the globe while unlocking new avenues of growth for our business and industry.
Learn more about us at SGHcorp.com.
Investor Contact:
Suzanne Schmidt
Investor Relations
ir@smart.com
PR Contact:
Valerie Sassani
VP Marketing & Communications
pr@sghcorp.com
Document and Entity Information |
Aug. 22, 2022 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001616533 |
| Document Type | 8-K |
| Document Period End Date | Aug. 22, 2022 |
| Entity Registrant Name | SMART GLOBAL HOLDINGS, INC. |
| Entity Incorporation State Country Code | E9 |
| Entity File Number | 001-38102 |
| Entity Tax Identification Number | 98-1013909 |
| Entity Address, Address Line One | c/o Walkers Corporate Limited |
| Entity Address, Address Line Two | 190 Elgin Avenue |
| Entity Address, City or Town | George Town |
| Entity Address, Region | Grand Cayman |
| Entity Address, Country | KY |
| Entity Address, Postal Zip Code | KY1-9008 |
| City Area Code | (510) |
| Local Phone Number | 623-1231 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Class shares, $0.03 par value per share |
| Trading Symbol | SGH |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |