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 29, 2018
SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
Ireland | 001-31560 | 98-0648577 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
38/39 Fitzwilliam Square Dublin 2, Ireland | N/A | |
(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 theForm 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 toRule 14a-12 under the Exchange Act (17 CFR240.14a-12) |
☐ | Pre-commencement communications pursuant toRule 14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
☐ | Pre-commencement communications pursuant toRule 13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 Rule12b-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 30, 2018, shareholders at the 2018 Annual General Meeting of Shareholders of Seagate Technology plc (the “Company”): (1) elected all ten of the Company’s nominees for director; (2) approved, in an advisory,non-binding vote the compensation of the Company’s named executive officers, (3) ratified, in anon-binding vote, the appointment of Ernst & Young LLP to serve as the Company’s independent auditors for the fiscal year ending June 28, 2019 and authorized, in a binding vote, the Audit Committee to set the auditors’ remuneration, (4) granted the Board of Directors (“Board”) authority to allot and issue shares under Irish law, (5) granted the Board the authority toopt-out of statutorypre-emption rights under Irish law and (6) determined the price range at which the Company canre-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 Company’s 2019 annual general meeting:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||||||||||||
William D. Mosley | 219,562,265 | 1,371,145 | 284,297 | 38,832,852 | ||||||||||||||||
Stephen J. Luczo | 218,488,802 | 2,443,967 | 284,938 | 38,832,852 | ||||||||||||||||
Mark W. Adams | 219,292,509 | 1,626,957 | 298,241 | 38,832,852 | ||||||||||||||||
Judy Bruner | 218,352,920 | 2,574,184 | 290,603 | 38,832,852 | ||||||||||||||||
Michael R. Cannon | 214,865,243 | 6,039,882 | 312,582 | 38,832,852 | ||||||||||||||||
William T. Coleman | 219,529,614 | 1,384,163 | 303,930 | 38,832,852 | ||||||||||||||||
Jay L. Geldmacher | 219,276,748 | 1,638,999 | 301,960 | 38,832,852 | ||||||||||||||||
Dylan Haggart | 218,736,149 | 2,179,488 | 302,070 | 38,832,852 | ||||||||||||||||
Stephanie Tilenius | 219,589,994 | 1,333,164 | 294,549 | 38,832,852 | ||||||||||||||||
Edward J. Zander | 218,396,931 | 2,519,291 | 301,485 | 38,832,852 |
Proposal 2. To approve, in an advisory,non-binding vote, the compensation of the Company’s named executive officers:
FOR | AGAINST | ABSTAIN | BROKER NON-VOTES | |||||||
| 209,109,764 | 11,389,346 | 718,597 | 38,832,852 |
Proposal 3. To ratify, in anon-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 Company’s Board to set the auditors’ remuneration:
FOR | AGAINST | ABSTAIN | ||||||||
255,039,858 | 4,567,848 | 442,853 |
Proposal 4. To grant the Board the authority to allot and issue shares under Irish law:
FOR | AGAINST | ABSTAIN | ||||||||
247,067,907 | 11,716,163 | 1,266,489 |
Proposal 5. To grant the Board the authority toopt-out of statutorypre-emption rights under Irish law:
FOR | AGAINST | ABSTAIN | ||||||||
255,534,960 | 2,933,313 | 1,582,286 |
Proposal 6. To determine the price range at which the Company canre-allot shares that it acquires as treasury shares under Irish law:
FOR | AGAINST | ABSTAIN | ||||||||
255,475,538 | 2,757,133 | 1,817,888 |
Item 8.01 Other Events.
On November 2, 2018, the Company issued a press release announcing that the Board has authorized the Company to repurchase up to $2.3 billion of its outstanding ordinary shares (the “October 2018 Authorization”). As under previously disclosed authorizations, the Company will effect share repurchases under the October 2018 Authorization by way of redemption in accordance with its Articles of Association and is not required to post such redemptions on the Company’s website.
The full text of the Company’s press release is attached to this Current Report on Form8-K as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Description | |
99.1 | Press release, dated November 2, 2018, of Seagate Technology plc entitled “Seagate Technology Announces New $2.3 Billion Share Repurchase Authorization.” |
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/ Kathryn R. Scolnick | |
Name: | Kathryn R. Scolnick | |
Title: | Interim Chief Financial Officer and Senior Vice President of Finance, Corporate Communications and Treasury |
Date: November 2, 2018