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 24, 2012
SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY
(Exact Name of Registrant as Specified in its Charter)
Ireland |
| 001-31560 |
| 98-0648577 |
(State or Other Jurisdiction |
| (Commission File Number) |
| (IRS Employer |
38/39 Fitzwilliam Square |
| NA |
(Address of Principal Executive Office) |
| (Zip Code) |
Registrant’s telephone number, including area code: (353) (1) 234-3136
NA
(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):
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 October 24, 2012, Seagate Technology plc (the “Company”) held its 2012 Annual General Meeting of Shareholders (“AGM”). The shareholders: (1) elected all twelve of the Company’s nominees for director; (2) approved the Company’s Amended and Restated Employee Stock Purchase Plan; (3) authorized the reissue price range of treasury shares; (4) authorized the 2013 Annual General Meeting of Shareholders to be held at a location outside of Ireland; (5) held a non-binding advisory vote on executive compensation matters; and (6) ratified, in a non-binding vote, the appointment of Ernst & Young to serve as the Company’s independent auditors for the fiscal year ending June 28, 2013 and authorized, in a binding vote, the Audit Committee to set the auditors’ remuneration.
The final voting results on these proposals are as follows:
Proposal 1(a) - (l). To elect twelve (12) directors to hold office until the Company’s next Annual General Meeting of Shareholders:
|
| Nominees |
| For |
| Against |
| Abstain |
| Broker Non |
|
(a) |
| Stephen J. Luczo |
| 273,775,054 |
| 10,743,194 |
| 218,859 |
| 47,448,276 |
|
(b) |
| Frank J. Biondi, Jr. |
| 280,059,527 |
| 4,398,188 |
| 279,392 |
| 47,448,276 |
|
(c) |
| Michael R. Cannon |
| 283,286,569 |
| 1,218,703 |
| 231,835 |
| 47,448,276 |
|
(d) |
| Mei-Wei Cheng |
| 284,035,043 |
| 448,298 |
| 253,766 |
| 47,448,276 |
|
(e) |
| William T. Coleman |
| 284,097,980 |
| 379,949 |
| 259,178 |
| 47,448,276 |
|
(f) |
| Jay L. Geldmacher |
| 284,054,938 |
| 418,187 |
| 263,982 |
| 47,448,276 |
|
(g) |
| Dr. Seh-Woong Jeong |
| 280,379,916 |
| 4,129,947 |
| 227,244 |
| 47,448,276 |
|
(h) |
| Lydia M. Marshall |
| 283,260,536 |
| 1,219,594 |
| 256,977 |
| 47,448,276 |
|
(i) |
| Kristen M. Onken |
| 284,030,788 |
| 457,780 |
| 248,539 |
| 47,448,276 |
|
(j) |
| Dr. Chong Sup Park |
| 281,861,922 |
| 2,646,631 |
| 228,554 |
| 47,448,276 |
|
(k) |
| Gregorio Reyes |
| 283,932,356 |
| 554,935 |
| 249,816 |
| 47,448,276 |
|
(l) |
| Edward J. Zander |
| 283,394,325 |
| 1,085,127 |
| 257,655 |
| 47,448,276 |
|
Proposal 2. To approve the Seagate Technology plc Amended and Restated Employee Stock Purchase Plan:
For |
| Against |
| Abstain |
| Broker Non Vote |
|
281,538,777 |
| 2,762,001 |
| 436,329 |
| 47,448,276 |
|
Proposal 3. To determine the price range at which the Company can reissue treasury shares off-market:
For |
| Against |
| Abstain |
| Broker Non Vote |
|
308,007,452 |
| 22,433,129 |
| 1,744,802 |
| — |
|
Proposal 4. To authorize the holding of the 2013 Annual General Meeting of Shareholders at a location outside of Ireland:
For |
| Against |
| Abstain |
| Broker Non Vote |
|
330,371,012 |
| 891,786 |
| 922,585 |
| — |
|
Proposal 5. To approve, in a non-binding advisory vote, the Company’s named executive officer compensation:
For |
| Against |
| Abstain |
| Broker Non Vote |
|
281,963,817 |
| 2,281,659 |
| 491,631 |
| 47,448,276 |
|
Proposal 6. To ratify, in a non-binding vote, the appointment of Ernst & Young as the independent auditors of the Company for the fiscal year ending June 28, 2013 and to authorize, in a binding vote, the Audit Committee to set the auditors’ remuneration:
For |
| Against |
| Abstain |
| Broker Non Vote |
|
330,174,363 |
| 1,372,760 |
| 638,260 |
| — |
|
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 PUBLIC LIMITED COMPANY | |
|
| |
|
| |
| By: | /s/ Kenneth M. Massaroni |
|
|
|
| Name: | Kenneth M. Massaroni |
| Title: | Executive Vice President, General Counsel and Chief Administrative Officer |
Date: October 25, 2012