Pursuant to Section 13 or 15(d) 

of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): September 3, 2020 (August 28, 2020)



(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 Maples Corporate Services Limited

P.O. Box 309

Ugland House

Grand Cayman



Cayman Islands 

(Zip Code)


(Address of Principal Executive Offices)    


Registrant’s Telephone Number, Including Area Code: (510) 623-1231


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 (see General Instructions A.2. below):


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

The Nasdaq Stock Market LLC 

(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.


In connection with Ajay Shah’s transition from President and Chief Executive Officer of SMART Global Holdings, Inc. (“SGH” or the “Company”) to Executive Chairman of the Board of Directors of the Company (the “Board”) on August 28, 2020, the Compensation Committee of the Board (the “Compensation Committee”) approved certain modifications to Mr. Shah’s outstanding stock option awards.


On August 28, 2020, the Compensation Committee modified 450,000 time-based options and 225,000 performance-based options previously granted to Mr. Shah on March 14, 2018 in order to permit those stock options to remain outstanding and eligible to vest during Mr. Shah’s continued service on the Board (in the case of the performance-based options, subject to achievement of the applicable performance criteria).






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, thereunto duly authorized.


  SMART Global Holdings, Inc.
  By: /s/ Bruce Goldberg
    Name: Bruce Goldberg
    Title: Vice President, Chief Legal and Compliance Officer


September 3, 2020