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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): June 27, 2023
SMART GLOBAL HOLDINGS, 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) |
(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 | SGH | 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. ☐
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 29, 2023, SMART Global Holdings, Inc. (the “Company”) announced the appointment of David Laurello as the Company’s President, Intelligent Platform Solutions. Mr. Laurello is succeeding Thierry Pellegrino who ceased serving as the Company’s Senior Vice President and President, Intelligent Platform Solutions, effective as of June 27, 2023. For a description of Mr. Pellegrino’s separation benefits under his employment offer letter with the Company, see the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on December 20, 2022.
| Item 7.01 | Regulation FD Disclosure. |
A copy of the press release, dated June 29, 2023, announcing the appointment of Mr. Laurello as the Company’s President, Intelligent Platform Solutions, is furnished as Exhibit 99.1 hereto and is incorporated by reference herein.
The information furnished pursuant to Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 99.1 | Press Release titled “Laurello to Lead SGH’s IPS Business,” issued by SMART Global Holdings, Inc. on June 29, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: June 29, 2023 | SMART Global Holdings, Inc. | |||||
| By: | /s/ Ken Rizvi |
|||||
| Ken Rizvi | ||||||
| Senior Vice President and Chief Financial Officer | ||||||
Exhibit 99.1
Press Release
FOR IMMEDIATE RELEASE
LAURELLO TO LEAD SGH’S IPS BUSINESS
Milpitas, Calif. – June 29, 2023 – SMART Global Holdings, Inc. (“SGH” or “Company”) (Nasdaq: SGH) today announced an expanded role for Dave Laurello, formerly Stratus Technologies’ CEO, who will now lead the Company’s Intelligent Platform Solutions (“IPS”) business, which includes both Penguin Solutions and Stratus. Laurello joined the Company’s leadership team last year when SGH acquired Stratus; the acquisition closed in August 2022. SGH’s IPS group offers integrated platforms and services for high-performance, edge, and cloud computing.
“Dave has proven to be a valuable addition to our team since joining almost 12 months ago,” said SGH CEO Mark Adams. “His experience building and leading organizational teams serving large enterprise customers will help drive IPS on a go-forward basis.”
Laurello brings nearly 25 years of leadership experience to SGH’s IPS business. He has been instrumental in the success of Stratus, a leader in fault-tolerant and high-availability computing solutions for a broad range of industries. Prior to joining Stratus, he served as vice president and general manager of Converged Network Solutions for Lucent Technologies where he managed the business unit while overseeing engineering, product management, and marketing. Laurello has also held other executive positions, including senior engineering management roles at Ascend Communications and Digital Equipment Corporation. Additionally, he sits on the advisory board of the Manning School of Business at the University of Massachusetts Lowell.
“By leveraging the combined strengths of the Penguin and Stratus teams, we are positioning ourselves as an even stronger player in the markets of high-performance, edge, and cloud computing and managed services,” said Laurello, president of Intelligent Platform Solutions at SGH. “I’m excited and honored to lead our IPS team. We have a great opportunity before us, and this transition is a chance to reinforce our commitment to act with purpose, drive progress, and deliver results to our customers around the world.”
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