Item 5.07 Submission of Matters to a Vote of Security Holders.
As previously disclosed on March 3, 2021, Seagate Technology plc (“Seagate” or the “Company”) has decided to effect a corporate reorganization whereby a new Irish public limited company, Seagate Technology Holdings plc (“Holdings”) will serve as the publicly traded parent company of Seagate in order to create additional distributable reserves. The transaction will be carried out pursuant to a scheme of arrangement (the “Scheme of Arrangement” or “Scheme”) under Irish law, which will result in the exchange of ordinary shares of Holdings (“Scheme Consideration”) for ordinary shares in Seagate (“Seagate Ordinary Shares”) on a one-for-one basis. On April 14, 2021, Seagate held a special Irish High Court (“Irish Court”)-convened meeting of the holders of Seagate Ordinary Shares (the “Court Meeting”) and an extraordinary general meeting of the holders of Seagate Ordinary Shares (the “Extraordinary General Meeting” or “EGM”) as described in the proxy statement filed by the Company with the Securities and Exchange Commission on March 3, 2021 (the “Proxy Statement”). A quorum was present at both the Court Meeting and the Extraordinary General Meeting as required by the Company’s memorandum and articles of association and Irish law. The following is a brief description of each proposal voted upon at each of the Court Meeting and the Extraordinary General Meeting and the final voting results on these proposals:
COURT MEETING
Proposal. Approve the Scheme of Arrangement, as described in the Proxy Statement, in its original form or with or subject to any modification, addition or condition approved or imposed by the Irish Court:
| | | | |
FOR | | AGAINST | | ABSTAIN |
178,197,842 | | 375,988 | | 261,508 |
EXTRAORDINARY GENERAL MEETING
Proposal 1. Approve the Scheme of Arrangement, as described in the Proxy Statement, in its original form or with or subject to any modification, addition or condition approved or imposed by the Irish Court, and the directors of Seagate be authorized to take all such action as they consider necessary or appropriate for carrying the Scheme of Arrangement into effect:
| | | | |
FOR | | AGAINST | | ABSTAIN |
180,043,179 | | 398,232 | | 247,035 |
Proposal 2. Amend the articles of association of Seagate, which are part of the Seagate Constitution, referred to as the “Articles”, by adding a new Article 194, so that the Seagate Ordinary Shares that are issued on or after 5:00 p.m. Eastern Time on March 1, 2021 will either be subject to the terms of the Scheme or will be immediately and automatically acquired by Holdings for the Scheme Consideration:
| | | | |
FOR | | AGAINST | | ABSTAIN |
180,020,344 | | 410,786 | | 257,316 |
Proposal 3. Approve, on an advisory, non-binding basis, the reduction of the share premium of Holdings resulting from a capitalisation of the merger reserve arising in its books of account as a result of the consummation of the Scheme in order to create distributable reserves in Holdings:
| | | | |
FOR | | AGAINST | | ABSTAIN |
179,959,704 | | 438,227 | | 290,515 |
Proposal 4. Approve any motion by the chair of the EGM to adjourn the EGM, or any adjournments thereof, to another time and place if necessary or appropriate to solicit additional proxies if there are insufficient votes at the time of the EGM to approve proposals 1 and 2:
| | | | |
FOR | | AGAINST | | ABSTAIN |
170,340,077 | | 10,083,621 | | 264,748 |
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