Explanatory Note
Pursuant to Instruction 2 to Item 5.02 of Form8-K, Seagate Technology plc (the “Company”) is filing this Amendment No. 1 onForm 8-K/A to amend the Company’s Current Report on Form8-K, originally filed with the Securities and Exchange Commission on July 30, 2018 (the “Original Filing”), to disclose the compensation of Kathryn R. Scolnick and Geraldine Hottier-Fayon in connection with their appointments as Interim Chief Financial Officer and Interim Principal Accounting Officer, respectively. At the time of the Original Filing, the Compensation Committee (the “Committee”) of the Board of Directors of the Company had not determined the compensation of Ms. Scolnick and Ms. Hottier-Fayon. Except as stated herein, the Original Filing shall remain in effect.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On August 31, 2018, in connection with Kathryn R. Scolnick’s expanded role as Interim Chief Financial Officer of the Company, the Committee approved (i) a special cash award in the amount of $1,050,000 payable as follows: a) $700,000 as soon as administratively feasible pursuant to a6-month clawback, as described below; and b) $350,000 as soon as administratively feasible on or after February 2020, and (ii) a special equity award in the amount of $1,000,000 with a grant date of September 10, 2018 delivered in the form of restricted share units, one fourth of which will vest each year on the first four anniversaries of the date of grant and subject to all other terms and conditions of the Company’s 2012 Equity Incentive Plan (the “2012 Plan”). Should Ms. Scolnick’s employment with the Company terminate within six months under any circumstances in which she would not be eligible for receipt of severance benefits in accordance with the terms of the Fifth Amended and Restated Seagate Technology Executive Severance and Change in Control Plan, then Ms. Scolnick will be required to repay the full amount of the first tranche of the special cash award.
On August 31, 2018, in connection with Geraldine Hottier-Fayon’s expanded role as Interim Principal Accounting Officer of the Company, the Committee approved (i) a special cash award in the amount of $100,000 payable as soon as administratively feasible in February 2019, and (ii) a special equity award in the amount of $250,000 with a grant date of September 10, 2018 delivered in the form of restricted share units, one fourth of which will vest each year on the first four anniversaries of the date of grant and subject to all other terms and conditions of the 2012 Plan.
