Penguin Solutions Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
$PENG
Semiconductors
Technology
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): February 6, 2026
(Exact name of registrant as specified in its charter)
Commission File Number 001-38102
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
Registrant’s Telephone Number, Including Area Code: (510 ) 623-1231
N/A
(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:
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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. ☐
1
Item 5.07 Submission of Matters to a Vote of Security Holders.
Penguin Solutions, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on February 6, 2026. A total of 44,527,306 shares of the Company’s common stock, par value $0.03 per share (the “Common Stock”) and the holders of 200,000 shares of the series of preferred stock, $0.03 par value per share, designated as convertible preferred stock (the “Issued CPS”), were represented in person or by remote communication, or by proxy, representing an aggregate of 50,623,409 votes in respect of such shares of Common Stock and Issued CPS (on an as-converted to Common Stock basis), or 86.30% of the voting power of the stock issued and outstanding and entitled to vote as of the December 8, 2025 record date.
The following are the voting results for the proposals considered and voted upon at the Annual Meeting, each of which were described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) on December 19, 2025, as updated by the Company’s Definitive Additional Materials on Schedule 14A filed with the SEC on February 2, 2026.
Proposal No. 1: Election of Directors
Stockholders elected the nominee as a Class I director to serve until the Company’s 2029 annual meeting of stockholders or until his successor is duly elected and qualified. The results of such vote were:
| Nominee | For | Withhold | Broker Non-Votes | ||||||||
| Mark Papermaster | 42,973,370 | 2,056,797 | 5,593,242 | ||||||||
Proposal No. 2: Ratification of the Appointment of the Company’s Independent Registered Public Accounting Firm
Stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending August 28, 2026. The results of such vote were:
| For | Against | Abstain | ||||||
| 50,105,790 | 472,396 | 45,223 | ||||||
Proposal No. 3: Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company’s Named Executive Officers
Stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers. The results of such vote were:
| For | Against | Abstain | Broker Non-Votes | ||||||||
| 43,633,758 | 1,312,811 | 83,598 | 5,593,242 | ||||||||
2
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: February 11, 2026 | Penguin Solutions, Inc. | |||||||
| By: | /s/ Anne Kuykendall | |||||||
| Anne Kuykendall | ||||||||
| Senior Vice President and Chief Legal Officer | ||||||||
3