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 7, 2011

SMART MODULAR TECHNOLOGIES (WWH), INC.
(Exact name of registrant as specified in its charter)

Cayman Islands		000-51771		20-2509518
(State or other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

39870 Eureka Drive Newark, CA		94560
(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.07 Submission of Matters to a Vote of Security Holders

On January 7, 2011, SMART Modular Technologies (WWH), Inc. (the “Company”), held its 2011 Annual General Meeting of Shareholders (the “Meeting”). At the Meeting, shareholders considered and approved two proposals, each of which is described in greater detail in the Company’s definitive proxy statement filed on December 3, 2010 in relation to the Meeting.

The voting results detailed below represent the final results as certified by the Inspector of Elections of the Meeting.

Proposal 1:

Election of directors to serve until our next annual general meeting of shareholders:

Director Nominee		For				Withheld				Broker Non-Vote
Iain MacKenzie			44,679,385				172,389				11,822,409
Ajay Shah			44,656,051				195,723				11,822,409
Kimberly E. Alexy			40,417,787				4,433,987				11,822,409
Dennis McKenna			42,368,225				2,483,549				11,822,409
Harry W. (Webb) McKinney			42,368,221				2,483,553				11,822,409
Mukesh Patel			38,103,698				6,748,076				11,822,409
Clifton Thomas Weatherford			42,032,015				2,819,759				11,822,409

Proposal 2:

Ratify the appointment of KPMG LLP as the Independent Registered Public Accounting Firm of the Company for the fiscal year ending August 26, 2011:

For		Against		Abstain		Broker Non-Vote
55,693,983		397,774		582,426		0

SIGNATURES

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 hereunto duly authorized.