8-K
Seagate Technology Holdings plc (STX)
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): October 23, 2023
____________________________
SEAGATE TECHNOLOGY HOLDINGS
PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
____________________________
| Ireland | 001-31560 | 98-1597419 |
|---|---|---|
| (State or other jurisdiction of | (Commission File Number) | (I.R.S. Employer |
| incorporation or organization) | Identification Number) | |
| 38/39 Fitzwilliam Square | D02 NX53 | |
| --- | --- | |
| Dublin 2 | ||
| Ireland | ||
| (Address of principal executive office) | (Zip Code) |
Registrant’s telephone number, including area code: (353) (1) 234-3136
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 (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||
|---|---|---|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||
| --- | --- | ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| --- | --- | ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
|---|---|---|
| Ordinary Shares, par value $0.00001 per share | STX | The NASDAQ Global Select Market |
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. |
|---|
On October 23, 2023, Seagate Technology Holdings plc (the “Company”) held its 2023 Annual General Meeting of Shareholders (the “AGM”). At the AGM, the Company’s shareholders voted on the following 5 proposals and cast their votes as set forth below.
Proposal 1. The eleven (11) directors listed below were elected at the AGM to hold office until the Company’s 2024 annual general meeting:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||
|---|---|---|---|---|---|---|---|---|
| Shankar Arumugavelu | 161,519,186 | 597,026 | 207,244 | 25,424,242 | ||||
| Pratik (“Prat”) S. Bhatt | 161,536,179 | 576,280 | 210,997 | 25,424,242 | ||||
| Robert A. Bruggeworth | 124,842,916 | 37,273,276 | 207,264 | 25,424,242 | ||||
| Judy Bruner | 147,614,738 | 14,507,454 | 201,264 | 25,424,242 | ||||
| Michael R. Cannon | 138,426,619 | 23,677,479 | 219,358 | 25,424,242 | ||||
| Richard L. Clemmer | 152,032,189 | 10,083,206 | 208,061 | 25,424,242 | ||||
| Yolanda L. Conyers | 161,470,946 | 617,989 | 234,521 | 25,424,242 | ||||
| Jay L. Geldmacher | 143,637,905 | 18,480,689 | 204,862 | 24,424,242 | ||||
| Dylan G. Haggart | 161,522,814 | 601,498 | 199,144 | 25,424,242 | ||||
| William D. Mosley | 161,510,559 | 598,782 | 214,115 | 25,424,242 | ||||
| Stephanie Tilenius | 161,556,270 | 568,066 | 199,120 | 25,424,242 |
Proposal 2. The advisory resolution to approve, in a non-binding vote, the compensation of the Company’s named executive officers was approved.
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|
| 155,532,584 | 6,425,664 | 365,208 | 25,424,242 |
Proposal 3. The option of “One Year” received the highest number of votes in the advisory resolution to approve, in a non-binding vote, the frequency of future advisory votes on the compensation of the Company’s named executive officers.
| ONE YEAR | TWO YEARS | THREE YEARS | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|---|
| 159,773,988 | 215,907 | 2,076,365 | 257,196 | 25,424,242 |
Based on these results and consistent with the Company’s recommendation, the Company’s board of directors has determined that the Company will conduct future advisory votes on the compensation program for its named executive officers every one year.
Proposal 4. The proposal to ratify, in a non-binding vote, the appointment of Ernst & Young LLP as the independent auditors for the fiscal year ending June 28, 2024, and to authorize, in a binding vote, the Audit and Finance Committee to set the auditors’ remuneration was approved.
| FOR | AGAINST | ABSTAIN |
|---|---|---|
| 172,277,655 | 15,067,030 | 403,013 |
Proposal 5. The proposal to determine the price range at which the Company can re-allot shares held as treasury shares was approved.
| FOR | AGAINST | ABSTAIN | |
|---|---|---|---|
| 175,066,798 | 11,970,256 | 710,644 | |
| Item 9.01 | Financial Statements and Exhibits. | ||
| --- | --- | ||
| (d) | Exhibits | ||
| --- | --- | --- | --- |
| Exhibit No. | Exhibit | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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, hereunto duly authorized.
| SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY | ||
|---|---|---|
| Date: October 24, 2023 | By: | /s/ Katherine E. Schuelke |
| Name: | Katherine E. Schuelke | |
| Title: | Senior Vice President, Chief Legal Officer & Company Secretary |