Current Report Filing (8-k)

SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY

/s/ Gianluca Romano

Date: October 26, 2021

Gianluca Romano

Executive Vice President and Chief Financial Officer

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 20, 2021

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 incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

38/39 Fitzwilliam Square

Dublin 2, Ireland

D02 NX53

(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 20, 2021, shareholders of Seagate Technology Holdings plc (the “Company”) voting at the Company’s 2021 Annual General Meeting (the “AGM”): (1) elected all ten of the Company’s nominees for directors; (2) approved, in an advisory, non-binding vote the compensation of the Company’s named executive officers; (3) ratified, in a non-binding vote, the appointment of Ernst & Young LLP to serve as the Company’s independent auditors for the fiscal year ending July 1, 2022 and authorized, in a binding vote, the Audit and Finance Committee to set the auditors’ remuneration; and (4) approved the Seagate Technology Holdings plc 2022 Equity Incentive Plan.

The final voting results on these proposals are as follows:

Proposal 1(a) - (j). To elect ten (10) directors to hold office until the Company’s 2022 annual general meeting:


	FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
Mark W. Adams		107,695,479		65,886,892		199,275		27,034,587
Shankar Arumugavelu		172,795,811		782,603		203,232		27,034,587
Pratik (“Prat”) Bhatt		172,798,950		793,312		189,384		27,034,587
Judy Bruner		169,189,603		4,419,364		172,679		27,034,587
Michael R. Cannon		168,951,049		4,641,067		189,530		27,034,587
Jay L. Geldmacher		172,450,049		1,144,228		187,369		27,034,587
Dylan Haggart		172,327,740		1,249,577		204,329		27,034,587
William D. Mosley		172,832,531		756,204		192,911		27,034,587
Stephanie Tilenius		172,799,945		786,224		195,477		27,034,587
Edward J. Zander		163,945,998		9,642,894		192,754		27,034,587

Proposal 2. To approve, in an advisory, non-binding vote, the compensation of the Company’s named executive officers (Say-on-Pay):


FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
	163,279,094		9,988,484		541,068		27,034,587

Proposal 3. To ratify, in a non-binding vote, the appointment of Ernst & Young LLP as the independent auditors of the Company for the fiscal year ending July 1, 2022, and authorize, in a binding vote, the Audit and Finance Committee of the Company’s Board of Directors to set the auditors’ remuneration.


FOR		AGAINST		ABSTAIN
	189,376,419		11,037,504		402,310

Proposal 4. To approve the adoption of the Seagate Technology Holdings plc 2022 Equity Incentive Plan.


FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
	162,264,085		11,069,292		448,269		27,034,587

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.