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): January 24, 2018

________________________

SMART GLOBAL HOLDINGS, INC.

(Exact name of Registrant as Specified in Its Charter)

Registrant’s telephone number, including area code: (510) 623-1231

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 Instruction A.2. below):

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 5.07. Submission of Matters to a Vote of Security Holders.

SMART Global Holdings, Inc. (the “Company”) held its 2018 Annual Meeting of Shareholders (the “Annual Meeting”) on January 24, 2018 at the DoubleTree Hotel, 39900 Balentine Drive, Newark, CA 94560, Fremont and Cedar Rooms. At the meeting, the Company’s shareholders voted on the following four proposals and cast their votes as follows:

Proposal 1 : Election of three Class I directors to the Company’s Board of Directors, each to serve until the Company’s 2021 Annual Meeting of Shareholders and until their respective successors are duly elected and qualified, or, if sooner, until the director’s death, resignation or removal. The director nominees were:

Each director nominee was elected a Class I director of the Company.

Proposal 2: Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2018:

This proposal was approved.

Proposal 3: Approval of the 2018 Employee Share Purchase Plan:

The Company’s shareholders approved the Company’s 2018 Employee Share Purchase Plan.

Proposal 4: Approval of the material terms of the SMART Global Holdings, Inc. Amended and Restated 2017 Share Incentive Plan for purposes of Section 162(m):

The Company’s shareholders approved the material terms of the SMART Global Holdings, Inc. Amended and Restated 2017 Share Incentive Plan for purposes of Section 162(m).

SIGNATURE

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.

January 30, 2018