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Penguin Solutions, Inc. 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Penguin Solutions, Inc.’s Form 8-K, filed February 11, 2026 (Item 5.07 on EDGAR). Page generated October 18, 2026.

4Reported items
275Asset managers
1,268Fund votes
February 6, 2026Meeting date

Results at a glance

Meeting of February 6, 2026: 3 items on Penguin Solutions, Inc.’s Form 8-K, filed February 11, 2026: 2 approved · 1 without a stated outcome.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore Penguin Solutions, Inc. in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by Penguin Solutions, Inc.

These tallies are Penguin Solutions, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed February 11, 2026 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

Penguin Solutions, Inc. — official shareholder meeting results, meeting held February 6, 2026
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Mark Papermaster	42,973,370	--	--	2,056,797	5,593,242	95%	Not verified	—
2. Ratification of the Appointment of the Company's Independent Registered Public Accounting Firm	50,105,790	472,396	45,223	--	--	99.0%	Approved	—
3. Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company's Named Executive Officers	43,633,758	1,312,811	83,598	--	5,593,242	97%	Approved	—

Source: Penguin Solutions, Inc., Form 8-K, filed with the SEC on February 11, 2026 — read the filing on EDGAR.

How asset managers voted at the Penguin Solutions, Inc. 2025-2026 meeting

Each item below shows how the 275 asset managers that disclosed a Penguin Solutions, Inc. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of Penguin Solutions, Inc.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Election of the two nominees as Class I directors to serve until the 2029 annual meeting of stockholders…: Mark Adams

No official matchDIRECTOR ELECTIONS

Combines 4 wordings of this item as funds reported it.

95% of fund votes cast · no official result

FOR

Details: description as filed, votes by 82 asset managers

Description as filed by funds: Election of the two nominees as Class I directors to serve until the 2029 annual meeting of stockholders or until their successors are duly elected and qualified: Mark Adams

The 82 asset managers below reported 23,481,301 for, 1,354,999 withheld, 8,610 abstained. 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.

FOR: 23,481,301ABSTAIN: 8,610WITHHOLD: 1,354,999

Largest asset managers voting on “Election of the two nominees as Class I directors to serve until the 2029 annual meeting of stockholders or un” at Penguin Solutions, Inc., 2025-2026
Asset manager	For	Abstain	Withheld	Vote
Vanguard	6,214,793	10	3,937	For
Fidelity	5,261,237	0	0	For
BlackRock	3,601,151	0	0	For
State Street	1,697,187	0	22	For
Invesco	1,669,790	0	0	For
Charles Schwab	0	0	792,547	Withhold
American Century	755,136	0	0	For
Royce	567,778	0	0	For
Dimensional	543,091	0	0	For
Legg Mason	416,969	0	0	For
AllianceBernstein	402,889	0	0	For
WILLIAM BLAIR FUNDS	321,900	0	0	For
Columbia Threadneedle	307,352	0	0	For
MERIDIAN FUND INC	0	0	253,871	Withhold
World Funds Trust	234,421	0	0	For
NEEDHAM FUNDS INC	122,500	0	0	For
Equitable	120,656	0	0	For
ADVISORS' INNER CIRCLE FUND	0	0	107,270	Withhold
TIAA	102,239	0	0	For
OLD WESTBURY FUNDS INC	101,729	0	0	For
Jackson National	85,910	0	0	For
SEI	0	8,600	72,427	Mixed
Lincoln Financial	76,302	0	0	For
Voya	0	0	70,683	Withhold
NORTHERN LIGHTS FUND TRUST II	70,000	0	0	For

Showing the 25 largest of 82 asset managers. See all 82 in the interactive database.

2. Elect Director: Mark Papermaster

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 42,973,370WITHHELD: 2,056,797

Details: description as filed, official tally, votes by 82 asset managers

Penguin Solutions, Inc.’s own tally for this item (“Elect Director: Mark Papermaster”): 42,973,370 for, 2,056,797 withheld, per its Form 8-K filed February 11, 2026 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 82 asset managers below reported 24,226,956 for, 617,951 withheld, 4 abstained.

FOR

FOR: 24,226,956ABSTAIN: 4WITHHOLD: 617,951

Largest asset managers voting on “Election of the two nominees as Class I directors to serve until the 2029 annual meeting of stockholders or un” at Penguin Solutions, Inc., 2025-2026
Asset manager	For	Abstain	Withheld	Vote
Vanguard	6,211,057	4	7,678	For
Fidelity	5,261,237	0	0	For
BlackRock	3,601,151	0	0	For
State Street	1,694,663	0	2,546	For
Invesco	1,669,790	0	0	For
Charles Schwab	792,547	0	0	For
American Century	755,136	0	0	For
Royce	567,778	0	0	For
Dimensional	543,091	0	0	For
Legg Mason	416,969	0	0	For
AllianceBernstein	0	0	402,889	Withhold
WILLIAM BLAIR FUNDS	321,900	0	0	For
Columbia Threadneedle	307,352	0	0	For
MERIDIAN FUND INC	253,871	0	0	For
World Funds Trust	234,421	0	0	For
NEEDHAM FUNDS INC	122,500	0	0	For
Equitable	90,566	0	30,090	Mixed
ADVISORS' INNER CIRCLE FUND	107,270	0	0	For
TIAA	102,239	0	0	For
OLD WESTBURY FUNDS INC	101,729	0	0	For
Jackson National	85,910	0	0	For
SEI	81,027	0	0	For
Lincoln Financial	76,302	0	0	For
Voya	0	0	70,683	Withhold
NORTHERN LIGHTS FUND TRUST II	70,000	0	0	For

Showing the 25 largest of 82 asset managers. See all 82 in the interactive database.

3. 3. Approval, on a Non-Binding Advisory Basis, of the Compensation of the Company's Named Executive Officers

Official result Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 6 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%

FOR: 43,633,758AGAINST: 1,312,811

Details: description as filed, official tally, votes by 275 asset managers

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”): 43,633,758 for, 1,312,811 against — passed, per its Form 8-K filed February 11, 2026 (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 Stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers.”
Support: 97% 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: 81 asset managers voting on “Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers.” at Penguin Solutions, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	6,218,737	3	For
Fidelity	5,261,237	0	For
BlackRock	3,601,151	0	For
State Street	1,697,103	106	For
Invesco	1,669,790	0	For
Charles Schwab	792,547	0	For
American Century	755,136	0	For
Royce	567,778	0	For
Dimensional	543,091	0	For
Legg Mason	416,969	0	For
AllianceBernstein	402,889	0	For
WILLIAM BLAIR FUNDS	321,900	0	For
Columbia Threadneedle	307,352	0	For
MERIDIAN FUND INC	253,871	0	For
World Funds Trust	234,421	0	For
NEEDHAM FUNDS INC	122,500	0	For
Equitable	120,656	0	For
ADVISORS' INNER CIRCLE FUND	107,270	0	For
TIAA	102,239	0	For
OLD WESTBURY FUNDS INC	101,729	0	For
Jackson National	85,910	0	For
SEI	81,027	0	For
Lincoln Financial	76,302	0	For
Voya	70,683	0	For
NORTHERN LIGHTS FUND TRUST II	70,000	0	For

Fund voting reports, all 81 managers: 24,840,184 for, 4,726 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 217 asset managers voting on “Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers.” at Penguin Solutions, Inc., 2025-2026
Asset manager	For	Against	Vote
Fidelity	4,623,093	0	For
State Street	2,710,302	9,990	For
BlackRock	1,716,343	0	For
Invesco	1,696,307	0	For
AllianceBernstein	1,089,371	0	For
GEODE CAPITAL MANAGEMENT, LLC	1,052,674	0	For
Charles Schwab	859,151	0	For
American Century	763,730	0	For
WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC	658,482	0	For
Wellington	463,981	0	For
KENNEDY CAPITAL MANAGEMENT LLC	458,483	0	For
Clearbridge Investments, LLC	434,156	0	For
LSV ASSET MANAGEMENT	418,873	0	For
PARADIGM CAPITAL MANAGEMENT INC/NY	352,808	0	For
Northern Trust	350,228	1,499	For
Vanguard	318,805	0	For
P.A.W. CAPITAL CORP	299,939	0	For
Royce	268,392	0	For
Two Sigma	267,310	0	For
PEREGRINE CAPITAL MANAGEMENT LLC	259,804	0	For
ArrowMark Colorado Holdings LLC	253,871	0	For
PRINCIPAL GLOBAL INVESTORS	228,011	0	For
MELLON INVESTMENTS Corp	211,484	0	For
BESSEMER INVESTMENT MANAGEMENT LLC	203,458	0	For
Dimensional	182,641	0	For

Institutional-manager reports, all 217 managers: 22,693,759 for, 429,206 against, 39,709 abstained, 73 not voted. Showing the 25 largest; see all in the interactive database.

4. 2. Ratification of the Appointment of the Company's Independent Registered Public Accounting Firm

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

99.0% Approved · of votes cast

FOR 99.0%

FOR: 50,105,790AGAINST: 472,396

Details: description as filed, official tally, votes by 82 asset managers

Description as filed by funds: 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.

Penguin Solutions, Inc.’s own tally for this item (“2. Ratification of the Appointment of the Company's Independent Registered Public Accounting Firm”): 50,105,790 for, 472,396 against — passed, per its Form 8-K filed February 11, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “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.”
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 82 asset managers below reported 24,824,353 for, 20,557 against.

FOR

FOR: 24,824,353AGAINST: 20,557

Largest asset managers voting on “RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY'S INDEPENDENT REGISTERED PUBLIC ACCOUN” at Penguin Solutions, Inc., 2025-2026
Asset manager	For	Against	Vote
Vanguard	6,218,739	1	For
Fidelity	5,261,237	0	For
BlackRock	3,601,151	0	For
State Street	1,697,103	106	For
Invesco	1,669,790	0	For
Charles Schwab	792,547	0	For
American Century	755,136	0	For
Royce	567,778	0	For
Dimensional	543,091	0	For
Legg Mason	416,969	0	For
AllianceBernstein	402,889	0	For
WILLIAM BLAIR FUNDS	321,900	0	For
Columbia Threadneedle	307,352	0	For
MERIDIAN FUND INC	253,871	0	For
World Funds Trust	234,421	0	For
NEEDHAM FUNDS INC	122,500	0	For
Equitable	120,656	0	For
ADVISORS' INNER CIRCLE FUND	107,270	0	For
TIAA	102,239	0	For
OLD WESTBURY FUNDS INC	101,729	0	For
Jackson National	85,910	0	For
SEI	79,166	1,861	For
Lincoln Financial	76,302	0	For
Voya	70,683	0	For
NORTHERN LIGHTS FUND TRUST II	70,000	0	For

Showing the 25 largest of 82 asset managers. See all 82 in the interactive database.

Largest Penguin Solutions, Inc. shareholders voting in 2025-2026

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 52,560,000 shares outstanding at the time of that meeting.

Fund voting reports: top Penguin Solutions, Inc. shareholders by shares voted on “Approval, on a non-binding advisory basis, of the compensation of the Company's named executive…”, 2025-2026
#	Asset manager	% of shares outstanding
1	Vanguard	11.83%
2	Fidelity	10.01%
3	BlackRock	6.85%
4	State Street	3.23%
5	Invesco	3.18%
6	Charles Schwab	1.51%
7	American Century	1.44%
8	Royce	1.08%
9	Dimensional	1.03%
10	Legg Mason	0.79%

Institutional-manager reports: top Penguin Solutions, Inc. shareholders by shares voted on “Approval, on a non-binding advisory basis, of the compensation of the Company's named executive…”, 2025-2026
#	Asset manager	% of shares outstanding
1	Fidelity	8.80%
2	State Street	5.18%
3	BlackRock	3.27%
4	Invesco	3.23%
5	AllianceBernstein	2.07%
6	GEODE CAPITAL MANAGEMENT, LLC	2.00%
7	Charles Schwab	1.63%
8	American Century	1.45%
9	WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC	1.25%
10	Wellington	0.88%

Reported Penguin Solutions, Inc. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

Penguin Solutions, Inc. holdings and ownership disclosed for the 2025-2026 proxy season
Holder	% outstanding	Disclosure
BlackRock	14.69%	13F
The Vanguard Group	12.21%	DEF14A
SK Telecom Co., Ltd.	11.60%	13D
FMR LLC	8.92%	DEF14A
FMR (Fidelity)	8.78%	13F
BANK OF NOVA SCOTIA	8.45%	13G
Invesco	7.59%	13F
State Street Corporation	5.45%	DEF14A
Dimensional Fund Advisors	4.55%	13F
Geode Capital	2.39%	13F

Percentages above are of 52,560,000 shares outstanding, as reported by Penguin Solutions, Inc. on its Form 10-Q dated November 28, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from Penguin Solutions, Inc.’s 10-Q dated November 28, 2025. This page is a static snapshot rebuilt weekly on October 18, 2026; a live search always shows the current data.

At Penguin Solutions, Inc.'s shareholder meeting held February 6, 2026, in the 2025-2026 proxy season, 275 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,268 separate fund positions. Their filings are grouped here into 4 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Approval, on a non-binding advisory basis, of the compensation of the Company's named executive… — Penguin Solutions, Inc.'s filing reports the proposal as approved, with 97% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: Penguin Solutions, Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on February 11, 2026.

Penguin Solutions, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).

Download data (CSV): ballot items · votes by manager · column guide.