What changed in this filing

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Item 9A. Controls and Procedures

2023-10-20 compared with 2022-10-14 · 47 added, 23 removed, 175 unchanged (29% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

An evaluation was performed under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report.

Based upon that evaluation, our management, including our Chief Executive Officer and Chief Financial Officer, concluded that, as of August 26, 2022, our disclosure controls and procedures were effective to ensure the information required to be disclosed by an issuer in the reports that it files or submits under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures.

Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives.

Management’s Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Securities Exchange Act of 1934 Rules 13a-15(f).

Internal control over financial reporting includes maintaining records that, in reasonable detail, accurately and fairly reflect our transactions;

providing reasonable assurance that transactions are recorded as necessary for the preparation of consolidated financial statements in accordance with accounting principles generally accepted in the United States of America;

providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization;

and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on the consolidated financial statements would be prevented or detected on a timely basis.

Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our consolidated financial statements would be prevented or detected.

An evaluation was performed under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of the end of the period covered by this report.

Based upon that evaluation, our management, including our principal executive officer and principal financial officer, concluded that our disclosure controls and procedures were effective as of August 25, 2023 to provide reasonable assurance that the information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in the Exchange Act.

On August 29, 2022, we completed the acquisition of Status Technologies.

For further discussion of this acquisition, see “Item 8.

Financial Statements and Supplementary Data – Notes to Consolidated Financial Statements – Business Acquisitions – Stratus Technologies.” The SEC permits companies to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition, and our management has elected to exclude Stratus Technologies from its assessment as of August 25, 2023.

Stratus Technologies (excluding acquired intangible assets and goodwill) constituted 12% and 11% of our consolidated total assets and consolidated net sales, respectively, as of and for the year ended August 25, 2023.

Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of August 26, 2022.

Based on this evaluation, management concluded that our internal control over financial reporting was effective as of August 25, 2023 to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S.

The effectiveness of our internal control over financial reporting as of August 25, 2023 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included in this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

During the fourth quarter of fiscal 2022, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the fourth quarter of fiscal year 2023, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended August 25, 2023, of the Company and our report dated October 20, 2023, expressed an unqualified opinion on those financial statements.

As described in Management’s Report on Internal Control Over Financial Reporting, management excluded from its assessment the internal control over financial reporting at Stratus Technologies, which was acquired on August 29, 2022, and whose financial statements constitute approximately 12% of consolidated total assets (excluding acquired intangible assets and goodwill) and 11% of consolidated net sales of the consolidated financial statement amounts as of and for the year ended August 25, 2023.

Accordingly, our audit did not include the internal control over financial reporting at Stratus Technologies.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting.

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

16 unchanged sentences

Other Information

(b) During the fiscal quarter ended August 25, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (in each case, as defined in Item 408 of Regulation S-K).

On April 5, 2022, we announced that our Board of Directors approved a $75 million share repurchase authorization, under which we may repurchase our outstanding ordinary shares from time to time through open market purchases, privately-negotiated transactions or otherwise.

The share repurchase authorization has no expiration date but may be suspended or terminated by our Board of Directors at any time.

As of August 25, 2023, the remaining dollar value of shares that may be repurchased under this authorization was $16.6 million.

Pursuant to the share repurchase authorization, on October 18, 2023 , we adopted a Rule 10b5-1 trading arrangement for the repurchase of up to $ 16 million of our ordinary shares until January 5, 2024, subject to certain price limits and other terms.

There is no assurance that any repurchases pursuant to the Rule 10b5-1 trading arrangement will occur.

Disclosure Regarding Foreign Jurisdictions That Prevent Inspections

Not applicable.

The information required by Items 10, 11, 12, 13 and 14 is incorporated herein by reference to our 2022 Proxy Statement for our next Annual General Meeting to be filed with the SEC within 120 days after August 26, 2022.

Directors, Executive Officers and Corporate Governance

The information required by Item 10 is incorporated herein by reference to our 2023 Proxy Statement for our next Annual General Meeting of Shareholders to be filed with the SEC no later than 120 days after August 25, 2023.

We have adopted a Code of Business Conduct and Ethics that applies to our officers, directors and employees, which is available on our website (http://www.sghcorp.com) under “Governance.” The Code of Business Conduct and Ethics is intended to qualify as a “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act of 2002, as amended, and Item 406 of Regulation S-K.

In addition, we intend to promptly disclose on our website (http://www.sghcorp.com) (1) the nature of any amendment to our Code of Business Conduct and Ethics that applies to our directors or our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and (2) the nature of any waiver, including an implicit waiver, from a provision of our Code of Business Conduct and Ethics that is granted to a director or one of these specified officers, the name of such person who is granted the waiver and the date of the waiver.

Executive Compensation

The information required by Item 11 is incorporated herein by reference to our 2023 Proxy Statement for our next Annual General Meeting of Shareholders to be filed with the SEC no later than 120 days after August 25, 2023.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by Item 12 is incorporated herein by reference to our 2023 Proxy Statement for our next Annual General Meeting of Shareholders to be filed with the SEC no later than 120 days after August 25, 2023.

Certain Relationships and Related Transactions, and Director Independence

The information required by Item 13 is incorporated herein by reference to our 2023 Proxy Statement for our next Annual General Meeting of Shareholders to be filed with the SEC no later than 120 days after August 25, 2023.

Principal Accountant Fees and Services

The information required by Item 14 is incorporated herein by reference to our 2023 Proxy Statement for our next Annual General Meeting of Shareholders to be filed with the SEC no later than 120 days after August 25, 2023.

Exhibits and Financial Statement Schedules

1 unchanged sentence

Financial Statements.

See “PART II – Item 8.

Financial Statements and Supplementary Data.”

Financial Statement Schedules.

Certain financial statement schedules have been omitted since they are either not required, not applicable or the information is otherwise included.

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8-K 001-38102 2.1 08/29/2022

2.6*** Stock Purchase Agreement, dated as of June 13, 2023, by and among SMART Modular Technologies (LX) S.à.r.l., a société à responsabilité limitée governed by the laws of Grand Duchy of Luxembourg, Lexar Europe B.V., a company organized under the laws of The Netherlands, Shenzhen Longsys Electronics Co., Ltd., a company limited by shares governed by the laws of the People’s Republic of China, solely with respect to certain provisions therein, Shanghai Intelligent Memory Semiconductor Co., Ltd., a limited liability company governed by the laws of the People’s Republic of China, and, solely with respect to certain provisions therein, SMART Global Holdings, Inc., a Cayman Islands exempted company

8-K 001-38102 2.1 06/13/2023

3.1 Second Amended and Restated Memorandum and Articles of Association of SMART Global Holdings, Inc.

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8-K 001-38102 4.1 08/29/2022

4.5 Indenture, dated as of January 23, 2023, between SMART Global Holdings, Inc.

Bank Trust Company, National Association, as Trustee.

8-K 001-38102 4.1 01/23/2023

4.6 Form of certificate representing the 2.000% Convertible Senior Notes due 2029 (included as Exhibit A to Exhibit 4.1).

8-K 001-38102 4.2 01/23/2023

10.1* SMART Global Holdings, Inc.

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S-1/A 333-217539 10.1 05/11/2017

10.11* Consulting Agreement dated December 9, 2021 by and between SMART Global Holdings, Inc.

and Ajay Shah

10-Q 001-38102 10.1 01/04/2022

10.12* Consulting Agreement dated August 16, 2022 by and between SMART Global Holdings, Inc.

and Claude Demby

10.11* Amended and Restated Offer Letter by and between SMART Global Holdings, Inc.

and David Laurello, dated June 27, 202 3

10.12* Transition and Separation Agreement by and among SMART Global Holdings, Inc., SMART Modular Technologies, Inc.

and Thierry Pellegrino, dated July 18, 2023

10.13* Independent Director Compensation Policy

10.14 Third Amended and Restated Credit Agreement, dated as of March 6, 2020, among SMART Worldwide Holdings, Inc., SMART Modular Technologies (Global), Inc., SMART Modular Technologies, Inc., the lender parties thereto and Barclays Bank, PLC, as Administrative Agent and as Collateral Agent.

26 unchanged sentences

8-K 001-38102 10.1 08/29/2022

10.25 Form of confirmation for the Capped Call Transactions.

8-K 001-38102 10.1 08/29/2022

21.1 List of Subsidiaries of Registrant

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Registrant will furnish copies of such exhibits and schedules to the Securities and Exchange Commission upon request.

**** The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Annual Report are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of the registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Annual Report, irrespective of any general incorporation language contained in such filing.

Form 10-K Summary

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SMART Global Holdings, Inc.

October 14, 2022 By:

October 20, 2023

/s/ Mark Adams

President and Chief Executive Officer

October 14, 2022 By:

October 20, 2023

/s/ Ken Rizvi

8 unchanged sentences

/s/ Penelope Herscher Chairperson of the Board of Directors October 20, 2023

Penelope Hersher

Penelope Herscher

/s/ Randy Furr Director October 20, 2023

4 unchanged sentences

Mark Papermaster

/s/ Mary Puma Director October 20, 2023

/s/ Maximiliane Straub Director October 20, 2023

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures