| Item 2.02 |
Results of Operations and Financial Condition. |
On October 6, 2026, Penguin Solutions, Inc. (together with its subsidiaries, the “Company”) issued a press release announcing the appointment of its Senior Vice President and Chief Financial Officer, which includes references to the Company’s results for the fourth quarter and fiscal year ended August 28, 2026 (“fiscal 2026”) and its outlook for the fiscal year ending August 27, 2027 (“fiscal 2027”). A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Company’s financial results for the fourth quarter and full year fiscal 2026 and its outlook for fiscal 2027 are described in a separate press release issued on October 6, 2026, which is furnished as Exhibit 99.1 to a separate Current Report on Form 8-K furnished by the Company on October 6, 2026.
| Item 5.02 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On October 6, 2026, the Company announced that its board of directors (the “Board”) had appointed Stephen Cumming to serve as the Company’s Senior Vice President and Chief Financial Officer (“CFO”), effective immediately. Mr. Cumming will also serve as the Company’s principal financial officer and principal accounting officer, and succeeds Aaron Johnson, who had served as the Company’s interim CFO and principal financial and accounting officer since July 9, 2026. Effective October 6, 2026, Mr. Johnson returned to his role as the Company’s Vice President, Finance and Accounting. No new compensatory arrangements have been entered into with Mr. Johnson in connection with his return to his prior role.
Before joining the Company, Mr. Cumming, age 56, served as Chief Financial Officer of Edgio, Inc., a provider of content delivery network, cybersecurity, and edge computing services, from 2022 to 2025. Prior to Edgio, Mr. Cumming served as Senior Vice President and Chief Financial Officer of Cambium Networks Corporation, a global provider of networking solutions, from 2018 to 2022, during which time he oversaw the company’s initial public offering in 2019. Mr. Cumming has also held senior finance positions at Kenandy, Inc., Atmel Corporation, Fairchild Semiconductor International, Inc., and National Semiconductor Corporation. Mr. Cumming holds a Bachelor of Science in Business from the University of Surrey in the United Kingdom and is a UK Chartered Management Accountant.
In connection with Mr. Cumming’s appointment as the Company’s CFO, the Company entered into an employment offer letter with Mr. Cumming (including a retention bonus agreement attached thereto, the “Offer Letter”) that sets forth his employment terms. The Offer Letter provides that Mr. Cumming will receive an annual base salary of $550,000 and be eligible for an annual performance bonus targeted at 90% of his base salary. The payment of any earned annual bonus will be subject to Mr. Cumming’s continued employment through the bonus payment date and will be prorated for fiscal 2027. Mr. Cumming will also receive a $700,000 retention bonus, payable in two equal installments within 45 days and 85 days following his start date, subject to his continued employment through each payment date. Each installment is subject to prorated repayment if, prior to the first anniversary of its payment date, the Company terminates Mr. Cumming’s employment for “cause” or he resigns without “good reason” (each as defined in the Offer Letter).
The Offer Letter provides for the grant of equity awards to Mr. Cumming under the Company’s Amended and Restated 2021 Inducement Plan, consisting of (i) time-based restricted stock units (“RSUs”) with an aggregate value of $1,750,000 and (ii) performance-based RSUs (“PSUs”) subject to relative total stockholder return (“TSR”) performance goals with an aggregate value of $2,550,000, in each case with the number of units determined based on the trailing average closing price of the Company’s common stock over the 30 trading days ending on and including the trading day preceding the grant date. The RSUs will vest as to 25% on October 20, 2027, with the remainder vesting in 12 equal quarterly installments thereafter, subject to Mr. Cumming’s continued service through the applicable vesting date. The PSUs will vest, if at all, at between 0% and 200% of target, subject to the achievement of Company TSR goals relative to the median company in the Russell 2000 Index over a three-year performance period beginning on the grant date, as established by the Board’s Compensation Committee, and Mr. Cumming’s continued service through the achievement certification date.
Pursuant to the Offer Letter, if the Company terminates Mr. Cumming’s employment without “cause” or Mr. Cumming resigns for “good reason” (each as defined in the Offer Letter), then, subject to Mr. Cumming’s execution of a release of claims against the Company, he would receive (i) an amount equal to 100% of his annual base salary in substantially equal installments during the following 12 months, (ii) a prorated portion of his annual bonus for the year of termination based on actual performance through the termination date, and (iii) payment or reimbursement for up to 12 months of healthcare continuation coverage. If his termination without cause or resignation for good reason occurs within two months before or 12 months after a change in control, then, subject to Mr. Cumming’s execution of a release of claims against the Company, Mr. Cumming would, in lieu of the previously-described payments and benefits, receive (i) an amount equal to 150% of his annual base salary plus 150% of his annual bonus paid or payable for the most recently completed fiscal year, paid in substantially equal installments during the following 12 months, (ii) a prorated portion of his annual bonus for the year of termination based on actual performance through the termination date, (iii) payment or reimbursement for up to 18 months of healthcare continuation coverage, and (iv) unless otherwise provided in an applicable award agreement, 100% vesting of all outstanding equity awards.
