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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):

May 8, 2024

 

 

SMART GLOBAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Cayman Islands   001-38102   98-1013909

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS 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)

(510) 623-1231

(Registrant’s telephone number, including area code)

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 May 8, 2024, Ken Rizvi notified SMART Global Holdings, Inc. (the “Company”) that after over three years as the Company’s senior vice president and chief financial officer (“CFO”), he intends to resign to pursue another opportunity. His resignation will be effective June 30, 2024 and is not the result of any dispute or disagreement with the Company.

Effective upon Mr. Rizvi’s departure, Jack Pacheco, the Company’s former CFO and current chief operating officer and president of Memory Solutions, will assume the role of interim CFO and serve as the Company’s principal financial and accounting officer on an interim basis until the Company appoints a permanent successor. Mr. Pacheco’s biographical information is set forth in the Company’s Definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on December 19, 2023, which information is incorporated herein by reference. No new compensatory arrangements will be entered into with Mr. Pacheco in connection with his service as interim CFO.

There are no arrangements or understandings between Mr. Pacheco and any other person pursuant to which Mr. Pacheco will assume the role of interim CFO, nor are there any family relationships between Mr. Pacheco and any other director or executive officer of the Company. Mr. Pacheco has no direct or indirect material interest in any “related person” transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

Item 7.01

Regulation FD Disclosure.

On May 14, 2024, the Company issued a press release regarding the events described in Item 5.02. Additionally, the Company reaffirmed its financial outlook for the third quarter of fiscal 2024. The text of the press release is furnished herewith as Exhibit 99.1 and is incorporated herein by reference.

The information furnished pursuant to Item 7.01 of this Form 8-K, including the information contained in Exhibit 99.1 of this Form 8-K, 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
Number

   

Exhibit

99.1    Press release dated May 14, 2024
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: May 14, 2024    
    By:  

/s/ Anne Kuykendall

     

Anne Kuykendall

Senior Vice President and Chief Legal Officer

Exhibit 99.1

 

LOGO

FOR IMMEDIATE RELEASE

SGH Announces CFO Transition Plan

Jack Pacheco, SGH COO and Former CFO, to Serve as Interim CFO

Reiterates Financial Guidance Provided on April 9, 2024

Milpitas, Calif. – May 14, 2024 – SMART Global Holdings, Inc. (“SGH” or the “Company”) (NASDAQ: SGH) today announced that Ken Rizvi, senior vice president and chief financial officer (“CFO”), will depart the Company on June 30, 2024 to pursue another opportunity. Effective upon Mr. Rizvi’s departure, Jack Pacheco, the Company’s chief operating officer (“COO”) and president of Memory Solutions, and its former CFO, will assume the role of interim CFO while the Company searches for a permanent successor.

“I want to thank Ken for his leadership and contributions to SGH. He leaves behind a stronger organization both operationally and financially. We are grateful for his work and wish him all the best in his new role,” commented Mark Adams, CEO. “As we continue our transformation, we remain focused on our growth in the high-performance, high-availability enterprise AI solutions market. We look forward to welcoming a new CFO who will help us continue to execute on this strategy.”

Mr. Rizvi added, “The transformation of SGH over the past several years has been remarkable. I am excited about the growth opportunities that lie ahead, leveraging the AI and HPC capabilities of our Penguin Solutions business. The last three years have been an amazing professional journey, and I am grateful to Mark and the team for the opportunity. I am proud of what we have accomplished together.”

Mr. Pacheco, who will take on the interim CFO role, brings extensive experience and institutional knowledge to the position as both COO and the former CFO, which will ensure continuity as the Company continues its growth strategy.

Additionally, SGH is reaffirming its financial outlook for the third quarter of fiscal 2024 as described in its earnings release on April 9, 2024.

About SMART Global Holdings – SGH

At SGH, we design, build, deploy, and manage high-performance, high-availability enterprise solutions that help our customers solve for the future. Across our computing, memory, and LED lines of business, we focus on serving our customers by providing deep technical knowledge and expertise, custom design engineering, build-to-order flexibility, and a commitment to best-in-class quality.

LOGO

 

Investor Contact:    PR Contact:
Suzanne Schmidt    Valerie Sassani
Investor Relations    VP of Marketing and Communications
+1-510-360-8596    +1-510-941-8921
ir@sghcorp.com    pr@sghcorp.com
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May 08, 2024
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Document Type 8-K
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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, Grand Cayman
Entity Address, Country KY
Entity Address, Postal Zip Code KY1-9008
City Area Code (510)
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Security 12b Title Ordinary shares, $0.03 par value per share
Trading Symbol SGH
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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