Penguin Solutions, Inc. (PENG)
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AGM 2026

Feb 6, 2026

Operator

Good morning, and welcome to the Annual Meeting of Stockholders of Penguin Solutions, Inc. I would now like to introduce Kash Shaikh, President and CEO of Penguin Solutions, as well as a member of the Board of Directors.

Kash Shaikh
President and CEO, Penguin Solutions, Inc

Good morning, everyone, and welcome. I am Kash Shaikh, and I will act as the Chair of this meeting. Anne Kuykendall, our Senior Vice President and Chief Legal Officer, will act as Secretary of the meeting and record the minutes. Today's meeting is a virtual-only live audio webcast, with stockholders attending via the web portal. I would now like to introduce the members of our board who are present at today's meeting. We have our Board Chair, Penny Herscher, Bryan Ingram, Mary Puma, Max Straub, and Sandeep Nayyar. In addition, we are joined by Nate Olmstead, our Senior Vice President and Chief Financial Officer. Jason Rasanen and Julian Valencia, representatives of Deloitte & Touche LLP, our independent registered public accounting firm, are also joining us today and will be available to answer questions following the conclusion of the formal business of the meeting.

Elsie Rosenthal, representative of Broadridge Financial Solutions, is here and serving as our Inspector of Election. The formal business for today's meeting is described in our proxy statement and proxy statement supplement. After the business portion of today's meeting, we will proceed to a question-and-answer period. I will now turn the meeting over to Anne Kuykendall, who will conduct the formal part of this meeting.

Anne Kuykendall
SVP and Chief Legal Officer, Penguin Solutions, Inc

Thank you, Kash. Before we begin the formal part of this meeting, I would like to note the following: To vote or submit questions while participating in this meeting, you must have accessed this meeting as a stockholder with your 16-digit control number that you received with your proxy materials. If you have already voted by proxy and do not wish to change your vote, your vote will be cast as previously instructed, and no further action is necessary. We welcome questions from our stockholders. We will respond to appropriate questions regarding the matters on the agenda during our question-and-answer session. Some of the comments made during this meeting and some of the responses to your questions may contain forward-looking statements. These statements are subject to risks and uncertainties described in our earnings releases and filings with the SEC.

Additionally, in response to your questions, we may reference certain Non-GAAP financial measures that we believe provide useful information for our investors. Reconciliations of Non-GAAP financial measures, where appropriate to the corresponding GAAP measures, can be found in our earnings releases and other filings with the SEC. Please review our rules of conduct and procedures in the Meeting Materials section of the web portal for further information. Now, on to the formal part of this meeting. The Board of Directors set the close of business on December 8, 2025, as the record date for the annual meeting of stockholders. Broadridge Financial Solutions, our proxy service provider, has indicated by affidavit that the notice of internet availability of the proxy materials was mailed on or about December 19th, 2025, to all stockholders of record on December 8th, 2025.

LC Rosenthal has been appointed as the Inspector of Election and has signed an oath of office, promising to execute faithfully the duties of Inspector of Election. The oath of office will also be filed with the minutes of this meeting. The Inspector of Election has determined that the holders of at least a majority in voting power of the stock issued and outstanding and entitled to vote at this meeting are present, virtually, in person, or by proxy, constituting a quorum, and we may proceed with business. The Inspector of Election has a complete list of the holders of record of the outstanding shares of common stock and convertible preferred stock of the company at the close of business on December 8th, 2025 , the record date for this meeting.

The list of such stockholders was available for inspection by any stockholder at our executive offices for a period of 10 days, ending on the day before this meeting, and will also be filed with the records of the company. It is now 10:05 A.M. Pacific Time. The polls are now open. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Now I will present the matters to be voted upon. Proposal number one is to elect the nominee for Class 1 Director, Mark Papermaster, to serve until the 2029 Annual Meeting of Stockholders or until his successor is duly elected and qualified.

Proposal two is to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending August 28th, 2026. Proposal three is to approve, on a non-binding advisory basis, the compensation of our named executive officers appearing in our proxy statement. At this time, I ask any stockholder who desires to vote or wishes to change their vote to please conclude their voting through the virtual meeting website. Stockholders who have sent in proxies or voted via the telephone or internet and do not wish to change their vote, do not need to take any further action. It is now 10:07 A.M. Pacific Time, and the polls are now closed.

Based on the preliminary review of the votes, the Inspector of Election has informed me that the director nominee has been elected, the appointment of Deloitte has been ratified, and the compensation of our named executive officers has been approved on a non-binding advisory basis. We will publicly announce the official voting results on Form 8-K within four business days after the end of this meeting, after all verifications have been completed by the Inspector of Election. This concludes the formal business of the meeting, and we will now proceed to our question and answer period. Please note that we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. Are there any questions? Seeing no questions, we will conclude our question and answer period. Thank you again for attending our annual meeting of stockholders.

We thank you for your continued support. The meeting is now adjourned.

Operator

The meeting has now concluded. Thank you for joining, and have a pleasant day.

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