Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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(i) On January 23, 2018 (the
Effective Date
), the Board of Directors (the
Board
) of Seagate
Technology plc (
Seagate
) appointed Judy Bruner to serve as a director of Seagate. Ms. Bruner has also been appointed to serve on the audit and finance committees of the Board. Ms. Bruner was appointed upon the
recommendation of the nominating and corporate governance committee and has been determined by the Board to be an independent director under the listing rules of the Nasdaq Stock Market (the
Nasdaq Listing Rules
). Ms. Bruner
will serve until Seagates next annual general meeting of shareholders (the
AGM
) when she is expected to stand for election by a vote of Seagates shareholders.
Ms. Bruner, 59, currently serves as a director, a member of the audit committee, and the chair of the corporate governance and nominating
committee of Applied Materials, Inc., which position she has held since July 2016; she also serves as a director and chair of the audit committee of Varian Medical Systems, Inc., which position she has held since August 2016; she also serves as a
director and a member of the audit committee of Rapid7, Inc. since October 2016.
Ms. Bruner was executive vice president of
administration and chief financial officer of SanDisk Corporation, from 2004 to 2016. Prior to joining SanDisk as CFO, Ms. Bruner served as a member of SanDisks board of directors from 2002 to 2004. From 1999 to 2004, Ms. Bruner
served as senior vice president and chief financial officer of Palm, Inc., a provider of handheld computing and communications solutions. Prior to Palm, Ms. Bruner held senior finance roles at 3Com and Ridge Computers, and she began her career
at Hewlett-Packard in 1980.
Ms. Bruner holds a bachelors degree in economics from University of California, Los Angeles and a
masters degree in business administration from Santa Clara University.
Ms. Bruner will participate in the
non-employee
director compensation arrangements generally applicable to all Seagate
non-employee
directors. Under the terms of those arrangements as currently in effect, she
will receive, among other things: (i) an annual cash retainer of $100,000 for service on the Board, and (ii) an initial restricted share unit grant equal in number to $275,000 divided by the average closing share price for the quarter
prior to the grant and rounded to the nearest whole share, provided, however, that the initial grant shall be prorated on the basis of the number of days between the Effective Date and the AGM. In addition, Ms. Bruner will receive $15,000 per
annum for service on the audit committee and $10,000 per annum for service on the finance committee.
In connection with the appointment,
Seagate and Ms. Bruner will enter into a deed of indemnity, the form of which was filed with the SEC on July 29, 2010, as Exhibit 10.1 to Seagates Current Report on Form
8-K
dated July 27,
2010.
(ii) On the Effective Date, the Board also appointed Dylan Haggart to serve as a director of Seagate. Mr. Haggart has also
been appointed to serve on the compensation committee of the Board. Mr. Haggart was appointed upon the recommendation of the nominating and corporate governance committee and has been determined by the Board to be an independent director under
the Nasdaq Listing Rules. Mr. Haggart will serve until Seagates next AGM when he is expected to stand for election by a vote of Seagates shareholders.
Mr. Haggart, 31, is a partner at ValueAct Capital, a position he has held since July 2013. Prior to joining ValueAct Capital,
Mr. Haggart worked at TPG Capital in the North American buyout group and at Goldman Sachs in the investment banking division.
Mr. Haggart holds a bachelors degree in business administration from the Richard Ivey School of Business at the University of
Western Ontario.
Mr. Haggart will participate in the
non-employee
director compensation
arrangements generally applicable to all Seagate
non-employee
directors. Under the terms of those arrangements as currently in effect, he will
receive, among other things: (i) an annual cash retainer of $100,000 for service on the Board, and (ii) an initial restricted share unit grant equal in number to $275,000 divided by the
average closing share price for the quarter prior to the grant and rounded to the nearest whole share, provided, however, that the initial grant shall be prorated on the basis of the number of days between the Effective Date and the AGM. In
addition, Mr. Haggart will receive $10,000 per annum for service on the compensation committee.
In connection with the appointment,
Seagate and Mr. Haggart will enter into a deed of indemnity, the form of which was filed with the SEC on July 29, 2010, as Exhibit 10.1 to Seagates Current Report on Form
8-K
dated
July 27, 2010.
There are no arrangements or understandings pursuant to which Ms. Bruner or Mr. Haggart were selected as a
director. Neither Ms. Bruner, nor Mr. Haggart has a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation
S-K.
A copy of Seagates press release announcing the appointment of Judy Bruner and Dylan Haggart is attached hereto as Exhibit 99.1 and
incorporated herein by reference.