Item 5.07 Submission of Matters to a Vote of Security Holders.
On October 19, 2016, shareholders at the Company 2016 AGM: (1) elected all ten of the Companys nominees for directors; (2) held an advisory, non-binding vote on executive compensation matters, (3) approved the Equity Plan, (4) approved the French Sub-Plan, (5) ratified, in an advisory, non-binding vote, the appointment of Ernst & Young to serve as the Companys independent auditors for the fiscal year ending June 30, 2017 and authorized, in a binding vote, the Audit Committee to set the auditors remuneration, (6) approved certain administrative amendments to the Companys Articles and Memorandum of Association, (7) approved amendments to the Companys Articles and Memorandum of Association to provide for a plurality voting standard in the event of a contested director election and grant the Board sole authority to determine its size, (8) granted the Board authority to issue shares under Irish law, (9) granted the Board the authority to opt-out of statutory pre-emption rights under Irish law and (10) authorized the price range at which the Company can re-allot shares that it acquires as treasury shares under Irish law.
The final voting results on these proposals are as follows:
Proposal 1(a) - (j).
To elect ten (10) directors to hold office until the Companys next AGM:
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Nominees
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For
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Against
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Abstain
|
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Broker Non
Vote
|
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(a)
|
|
Stephen J. Luczo
|
|
201,705,343
|
|
7,198,102
|
|
5,164,044
|
|
44,820,626
|
|
(b)
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|
Frank J. Biondi, Jr.
|
|
211,775,163
|
|
1,137,212
|
|
1,155,114
|
|
44,820,626
|
|
(c)
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|
Michael R. Cannon
|
|
207,833,392
|
|
5,072,527
|
|
1,161,570
|
|
44,820,626
|
|
(d)
|
|
Mei-Wei Cheng
|
|
212,517,802
|
|
390,343
|
|
1,159,344
|
|
44,820,626
|
|
(e)
|
|
William T. Coleman
|
|
212,409,294
|
|
503,686
|
|
1,154,509
|
|
44,820,626
|
|
(f)
|
|
Jay L. Geldmacher
|
|
212,219,840
|
|
690,948
|
|
1,156,701
|
|
44,820,626
|
|
(g)
|
|
Dr. Dambisa F. Moyo
|
|
196,487,716
|
|
16,429,715
|
|
1,150,058
|
|
44,820,626
|
|
(h)
|
|
Dr. Chong Sup Park
|
|
211,580,812
|
|
1,327,052
|
|
1,159,625
|
|
44,820,626
|
|
(i)
|
|
Stephanie Tilenius
|
|
212,207,828
|
|
709,032
|
|
1,150,629
|
|
44,820,626
|
|
(j)
|
|
Edward J. Zander
|
|
212,229,384
|
|
688,560
|
|
1,149,545
|
|
44,820,626
|
|
Proposal 2.
To approve, in an advisory, non-binding vote, the compensation of the Companys named executive officers:
For
|
|
Against
|
|
Abstain
|
|
Broker Non Vote
|
|
202,498,644
|
|
10,210,715
|
|
1,358,130
|
|
44,820,626
|
|
Proposal 3.
To approve an amendment and restatement of the Companys 2012 Equity Incentive Plan to increase the number of shares available for issuance:
For
|
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Against
|
|
Abstain
|
|
Broker Non Vote
|
|
202,390,431
|
|
10,397,745
|
|
1,279,313
|
|
44,820,626
|
|
Proposal 4
. To approve the Rules of the Seagate Technology Public Limited Company 2012 Equity Incentive Plan for Share Awards Granted to Participants in France:
For
|
|
Against
|
|
Abstain
|
|
Broker Non Vote
|
|
206,183,615
|
|
6,523,846
|
|
1,360,028
|
|
44,820,626
|
|
Proposal 5
. To ratify, in an advisory, non-binding vote, the appointment of Ernst & Young LLP as the independent auditors of the Company and to authorize, in a binding vote, the Audit Committee of the Board to set the auditors remuneration:
For
|
|
Against
|
|
Abstain
|
|
Broker Non Vote
|
|
257,357,563
|
|
1,024,896
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|
505,656
|
|
|
|
3
Proposal 6A
. To amend the Companys Articles of Association to make certain administrative amendments:
For
|
|
Against
|
|
Abstain
|
|
Broker Non Vote
|
|
211,664,852
|
|
701,687
|
|
1,700,950
|
|
44,820,626
|
|
Proposal 6B
. To amend the Companys Memorandum of Association to make certain administrative amendments:
For
|
|
Against
|
|
Abstain
|
|
Broker Non Vote
|
|
211,648,506
|
|
706,448
|
|
1,712,535
|
|
44,820,626
|
|
Proposal 7A
. To amend the Companys Articles of Association to provide for a plurality voting standard in the event of a contested director election:
For
|
|
Against
|
|
Abstain
|
|
Broker Non Vote
|
|
211,746,068
|
|
994,573
|
|
1,326,848
|
|
44,820,626
|
|
Proposal 7B
. To amend the Companys Articles of Association to grant the Board sole authority to determine its size:
For
|
|
Against
|
|
Abstain
|
|
Broker Non Vote
|
|
210,920,212
|
|
1,833,860
|
|
1,313,417
|
|
44,820,626
|
|
Proposal 8
. To grant the Board the authority to issue shares under Irish law:
For
|
|
Against
|
|
Abstain
|
|
Broker Non Vote
|
|
247,048,279
|
|
10,733,533
|
|
1,106,303
|
|
|
|
Proposal 9
. To grant the Board the authority to opt-out of statutory pre-emption rights under Irish law:
For
|
|
Against
|
|
Abstain
|
|
Broker Non Vote
|
|
211,865,195
|
|
1,764,552
|
|
437,742
|
|
44,820,626
|
|
Proposal 10
. To determine the price range at which the Company can re-allot shares that it acquires as treasury shares under Irish law:
For
|
|
Against
|
|
Abstain
|
|
Broker Non Vote
|
|
253,346,336
|
|
4,417,870
|
|
1,123,909
|
|
|
|
Item 9.01 Financial Statements and Exhibits.
(d)
Exhibits
Exhibit No.
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Exhibit
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3.1
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Constitution of Seagate Technology Public Limited Company, as amended and restated by special resolution dated October 19, 2016.
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10.1
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Second Amended and Restated Seagate Technology plc 2012 Equity Incentive Plan
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10.2
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Rules of the Seagate Technology Public Limited Company 2012 Equity Incentive Plan For Share Awards Granted To Participants In France
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Cautionary Note Regarding Forward-Looking Statements
This report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended, including, in particular, statements about the Companys current expectations regarding its restructuring plans, including the timing and scope, associated projected pretax charges, and the associated projected cost savings. These statements identify prospective information and may include words such as expects, intends, plans, anticipates, believes, estimates, predicts, projects and similar expressions. These forward-looking statements are based on information available to the Company as of the date of this report and are based on managements current views and assumptions. These forward-looking statements are conditioned upon and also involve a number of known and unknown risks, uncertainties, and other factors that could cause actual results, performance or events to differ materially from those anticipated by these forward-looking statements. Such risks, uncertainties, and other factors may be beyond the Companys control and may pose a risk to the Companys operating and financial condition. Such risks and uncertainties include the Companys ability to achieve projected cost savings in connection with its restructuring plans; the size and timing of the associated projected pretax charges; the timing and execution of plans and programs that may be subject to local labor law requirements, including consultations with appropriate work councils, assumptions related to severance and relocation costs; and assumptions related to cost savings, product demand/or operating efficiencies. Information concerning risks, uncertainties and other factors that could cause results to differ materially from the expectations described in this report is contained in the Companys Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the SEC) on August 5, 2016, the Risk Factors section of which is incorporated into this report by reference, and other documents filed with or furnished to the SEC. These forward-looking statements should not be relied upon as representing the Companys views as of any subsequent date and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.
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