Penguin Solutions (NASDAQ:PENG) held its Annual Meeting of Stockholders via a virtual-only live audio webcast, with stockholders participating through an online portal, company executives said during the meeting.
President and CEO Kash Shaikh served as chair of the meeting. Anne Kuykendall, senior vice president and chief legal officer, acted as secretary and recorded the minutes. The company also introduced directors in attendance: Board Chair Penny Herscher, along with Bryan Ingram, Mary Puma, Max Straub, and Sandeep Nayyar. Nate Olmstead, senior vice president and chief financial officer, also attended.
Meeting format and procedural notes
Kuykendall reminded attendees that comments made during the meeting and responses to questions could include forward-looking statements subject to risks and uncertainties described in the company’s earnings releases and SEC filings. She also noted that responses could reference non-GAAP financial measures, with reconciliations available in earnings releases and other SEC filings, where applicable.
Record date, notice, and quorum
The board set December 8, 2025 as the record date for determining stockholders entitled to vote at the meeting. Broadridge Financial Solutions, the company’s proxy service provider, indicated by affidavit that the notice of internet availability of proxy materials was mailed on or about December 19, 2025 to stockholders of record as of the record date.
Elsie Rosenthal of Broadridge served as inspector of election and signed an oath of office to execute the duties of inspector of election, which the company said would be filed with the meeting minutes. The inspector determined that holders of at least a majority in voting power of the stock issued and outstanding and entitled to vote were present virtually, in person, or by proxy, constituting a quorum.
The company also stated that a list of holders of record of the outstanding shares of common stock and convertible preferred stock as of the record date was made available for inspection at the company’s executive offices for 10 days ending the day before the meeting, and that the list would be filed with the company’s records.
Items submitted to a vote
Polls opened at 10:05 a.m. Pacific Time and closed at 10:07 a.m. Pacific Time. Stockholders were asked to vote on three proposals, as described in the company’s proxy statement and supplement:
- Proposal 1: Election of Mark Papermaster as Class I director to serve until the 2029 Annual Meeting of Stockholders or until a successor is duly elected and qualified.
- Proposal 2: Ratification of the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending August 28, 2026.
- Proposal 3: A non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
Representatives from Deloitte & Touche LLP—Jason Rasanen and Julian Valencia—also attended and were made available to answer questions following the formal business portion of the meeting.
Preliminary results and next steps
Based on a preliminary review of the votes, Kuykendall reported that the inspector of election informed the company that:
- The director nominee was elected.
- The appointment of Deloitte & Touche LLP was ratified.
- The advisory vote on named executive officer compensation was approved.
The company said it expects to publicly announce official voting results in a Form 8-K filing within four business days after the meeting, following verification by the inspector of election.
Q&A and adjournment
Following the conclusion of the formal business, the meeting moved to a question-and-answer period. The company said it would address questions germane to the meeting and attempt to answer as many as time allowed. No questions were submitted, and the meeting was then adjourned.
About Penguin Solutions (NASDAQ:PENG)
Penguin Solutions, Inc engages in the designing and development of enterprise solutions worldwide. It operates through three segments: Advanced Computing, Integrated Memory, and Optimized LED. It offers dynamic random access memory modules, solid-state and flash storage, and other advanced integrated memory solutions for networking and telecom, data analytics, artificial intelligence and machine learning applications; and supply chain services, including procurement, logistics, inventory management, temporary warehousing, programming, kitting, and packaging services.
