Penguin Solutions (PENG) 2026 meeting: director elected, auditor ratified, pay approved

Rhea-AI Filing Summary

Penguin Solutions, Inc. held its 2026 annual meeting of stockholders on February 6, 2026, with 50,623,409 votes represented, equal to 86.30% of the voting power entitled to vote as of the December 8, 2025 record date.

Stockholders elected Mark Papermaster as a Class I director to serve until the 2029 annual meeting, with 42,973,370 votes for and 2,056,797 withheld, plus 5,593,242 broker non-votes. They also ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending August 28, 2026, with 50,105,790 votes for, 472,396 against, and 45,223 abstentions.

On a non-binding advisory basis, stockholders approved the compensation of the company’s named executive officers, with 43,633,758 votes for, 1,312,811 against, 83,598 abstentions, and 5,593,242 broker non-votes.

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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

PENGUIN SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Commission File Number 001-38102

Delaware			36-5142687
(State or Other Jurisdiction of Incorporation or Organization)			(I.R.S. Employer Identification No.)

45800 Northport Loop West
Fremont, CA			94538
(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:

☐ 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
Common stock, $0.03 par value per share			PENG			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. ☐

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

FAQ

What did Penguin Solutions, Inc. (PENG) announce in this 8-K filing?

Penguin Solutions reported the results of its 2026 annual stockholder meeting. Investors learned that the director nominee was elected, the independent auditor was ratified for the fiscal year ending August 28, 2026, and executive compensation was approved on a non-binding advisory basis.

How many votes were represented at Penguin Solutions’ 2026 annual meeting?

A total of 50,623,409 votes were represented at the meeting. This reflected 44,527,306 common shares and 200,000 shares of convertible preferred stock on an as-converted basis, equal to 86.30% of the voting power outstanding as of the December 8, 2025 record date.

Was the director nominee elected at Penguin Solutions’ 2026 annual meeting?

Yes, Mark Papermaster was elected as a Class I director. He received 42,973,370 votes for and 2,056,797 votes withheld, with 5,593,242 broker non-votes, and will serve until the 2029 annual meeting or until a successor is duly elected and qualified.

Did Penguin Solutions’ stockholders ratify the auditor Deloitte & Touche LLP?

Stockholders ratified Deloitte & Touche LLP as independent auditor. The vote results were 50,105,790 for, 472,396 against, and 45,223 abstentions for the fiscal year ending August 28, 2026, confirming continued engagement of the firm.

How did Penguin Solutions’ stockholders vote on executive compensation (say-on-pay)?

Stockholders approved executive compensation on a non-binding advisory basis. The proposal received 43,633,758 votes for, 1,312,811 against, and 83,598 abstentions, with 5,593,242 broker non-votes, indicating support for the company’s named executive officer pay program.

What percentage of voting power was present at Penguin Solutions’ 2026 meeting?

Voting power represented at the meeting was 86.30%. This percentage reflects the aggregate votes from common stock and issued convertible preferred stock, measured against shares issued and outstanding and entitled to vote on the December 8, 2025 record date.

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