PENGUIN SOLUTIONS INC. 2024-2025 Proxy Voting Records

Description as filed by funds: Election of the two nominees for Class II director to serve until the 2028 annual general meeting of shareholders or until their successors are duly elected and qualified: Min Yong Ha

PENGUIN SOLUTIONS INC.’s own tally for this item (“Elect Director: Min Yong Ha”): 38,229,828 for, 1,951,185 against, per its Form 8-K filed February 12, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal No. 1: Election of Directors Shareholders elected each of the two nominees for Class II director to serve until the Company's 2028 annual general meeting of shareholders or until their successors are duly elected and qualified.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 78 asset managers below reported 25,195,198 for, 894,926 against.

Showing the 25 largest of 78 asset managers. See all 78 in the interactive database.

Description as filed by funds: Election of the two nominees for Class II director to serve until the 2028 annual general meeting of shareholders or until their successors are duly elected and qualified: Penelope Herscher

PENGUIN SOLUTIONS INC.’s own tally for this item (“Elect Director: Penelope Herscher”): 37,492,270 for, 2,693,566 against, per its Form 8-K filed February 12, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal No. 1: Election of Directors Shareholders elected each of the two nominees for Class II director to serve until the Company's 2028 annual general meeting of shareholders or until their successors are duly elected and qualified.”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 78 asset managers below reported 25,321,839 for, 768,285 against.

Showing the 25 largest of 78 asset managers. See all 78 in the interactive database.

Description as filed by funds: To approve the scheme of arrangement substantially in the form attached as Annex B to the accompanying proxy statement (the "Scheme of Arrangement"), pursuant to which, at the completion date of the Scheme of Arrangement (expected to be 1:30p.m. (Pacific Time) on June 30, 2025), all shareholders of Penguin Solutions, Inc., a Cayman Islands exempted company ("Penguin Solutions Cayman") will become shareholders of Penguin Solutions, Inc., a Delaware corporation ("Penguin Solutions Delaware"). Pursuant to the terms of the Scheme of Arrangement, the shareholders of Penguin Solutions Cayman as of the scheme record time (expected to be 1:29 p.m. (Pacific Time) on June 30, 2025) will exchange their ordinary shares and or convertible preferred shares (as applicable) of Penguin Solutions Cayman for shares of common stock and/or convertible preferred stock (as applicable) of Penguin Solutions Delaware on the following basis: each ordinary share of Penguin Solutions Cayman will be exchanged for one share of common stock of Penguin Solutions Delaware, and each convertible preferred share of Penguin Solutions Cayman will be exchanged for one share of convertible preferred stock of Penguin Solutions Delaware.

The 66 asset managers below reported 21,745,285 for, 1,800,011 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 66 asset managers. See all 66 in the interactive database.

Description as filed by funds: To approve the scheme of arrangement substantially in the form attached as Annex B to the accompanying proxy statement (the "Scheme of Arrangement"), pursuant to which, at the completion date of the Scheme of Arrangement (expected to be 1:30 p.m. (Pacific Time) on June 30, 2025), all shareholders of Penguin Solutions, Inc., a Cayman Islands exempted company ("Penguin Solutions Cayman") will become shareholders of Penguin Solutions, Inc., a Delaware corporation...(due to space limits, see proxy material for full proposal).

PENGUIN SOLUTIONS INC.’s own tally for this item (“Arrangement Proposal”): 35,865,957 for, 3,011,276 against — passed, per its Form 8-K filed June 17, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Arrangement Proposal”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 10 asset managers below reported 513,861 for, 5 against.

Description as filed by funds: A proposal (the "Articles Amendment Proposal") to replace the existing amended and restated memorandum and articles of association of the Company in its entirety and adopt a Third Amended and Restated Memorandum and Articles of Association to reflect the proposed change in the name of the Company, eliminate obsolete provisions, and make certain other non- substantive changes.

PENGUIN SOLUTIONS INC.’s own tally for this item (“2. Articles Amendment Proposal A proposal (the "Articles Amendment Proposal") to replace the existing amended and restated memorandum and articles of association of the Company in its entirety and adopt a Third Amended a”): 45,001,933 for, 404,671 against — passed, per its Form 8-K filed August 27, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Articles Amendment Proposal was approved and will be effective October 15, 2024.”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 88 asset managers below reported 25,011,361 for.

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

Description as filed by funds: A proposal (the "Name Change Proposal") to approve the change in the name of the Company from "SMART Global Holdings, Inc." to "Penguin Solutions, Inc."

PENGUIN SOLUTIONS INC.’s own tally for this item (“1. Name Change Proposal A proposal (the "Name Change Proposal") to approve the change in the name of the Company from "SMART Global Holdings, Inc." to "Penguin Solutions, Inc." The Name Change Proposal”): 44,979,810 for, 429,960 against — passed, per its Form 8-K filed August 27, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “At the Extraordinary General Meeting, the Company's shareholders voted on the following proposals as set forth in the Company's definitive proxy statement filed with the Securities and Exchange Commission on July 17, 2024 (the "Proxy Statement"): Proposal No. 1: Name Change Proposal A proposal (the…”
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 88 asset managers below reported 25,011,361 for.

Showing the 25 largest of 88 asset managers. See all 88 in the interactive database.

The 3 asset managers below reported 211,227 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: A proposal (the "Adjournment Proposal") to approve the adjournment of the Extraordinary General Meeting to a later date or dates, if necessary, to permit further solicitation and voting of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Name Change Proposal or the Articles Amendment Proposal. The Adjournment Proposal will only be presented at the Extraordinary General Meeting if there are not sufficient votes to approve the Name Change Proposal or the Articles Amendment Proposal.

The 85 asset managers below reported 23,857,621 for, 1,086,823 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 85 asset managers. See all 85 in the interactive database.

The 2 asset managers below reported 66,730 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Description as filed by funds: Approval, on a non-binding advisory basis, of the compensation of the company's named executive officers.

PENGUIN SOLUTIONS INC.’s own tally for this item (“3. Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company's Named Executive Officers”): 39,400,995 for, 733,768 against — passed, per its Form 8-K filed February 12, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 3: Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company's Named Executive Officers Shareholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 78 managers: 26,024,965 for, 65,159 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 176 managers: 20,501,060 for, 386,658 against, 29,092 abstained, 223 not voted, 42,872 1 year. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Approval, on a non-binding advisory basis, of the frequency of the advisory vote to approve the compensation of the Company's named executive officers.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 76 managers: 27,087 for, 238 against, 24,830,610 1 year, 1,168,031 3 year. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 168 managers: 126,318 for, 30 against, 29,092 abstained, 223 not voted, 20,169,696 1 year, 79,765 3 year. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Ratification of the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending August 29, 2025.

PENGUIN SOLUTIONS INC.’s own tally for this item (“2. Ratification of the Selection of the Company's Independent Registered Public Accounting Firm”): 45,319,496 for, 767,993 against — passed, per its Form 8-K filed February 12, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 2: Ratification of the Selection of the Company's Independent Registered Public Accounting Firm Shareholders ratified the selection of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending August 29, 2025.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 78 asset managers below reported 25,787,572 for, 302,552 against.

Showing the 25 largest of 78 asset managers. See all 78 in the interactive database.