Seagate Technology Holdings plc0001137789false00011377892023-05-192023-05-19

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 23, 2023
____________________________

SEAGATE TECHNOLOGY HOLDINGS
PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
____________________________
Ireland001-3156098-1597419
(State or other jurisdiction of(Commission File Number)(I.R.S. Employer
incorporation or organization) Identification Number)
38/39 Fitzwilliam SquareD02 NX53
Dublin 2
Ireland
(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 ClassTrading SymbolName of Each Exchange on Which Registered
Ordinary Shares, par value $0.00001 per shareSTXThe 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 23, 2023, Seagate Technology Holdings plc (the “Company”) held its 2023 Annual General Meeting of Shareholders (the “AGM”). At the AGM, the Company’s shareholders voted on the following 5 proposals and cast their votes as set forth below.
Proposal 1. The eleven (11) directors listed below were elected at the AGM to hold office until the Company’s 2024 annual general meeting:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
Shankar Arumugavelu
161,519,186 597,026 207,244 25,424,242 
Pratik (“Prat”) S. Bhatt
161,536,179 576,280 210,997 25,424,242 
Robert A. Bruggeworth
124,842,916 37,273,276 207,264 25,424,242 
Judy Bruner
147,614,738 14,507,454 201,264 25,424,242 
Michael R. Cannon
138,426,619 23,677,479 219,358 25,424,242 
Richard L. Clemmer
152,032,189 10,083,206 208,061 25,424,242 
Yolanda L. Conyers
161,470,946 617,989 234,521 25,424,242 
Jay L. Geldmacher
143,637,905 18,480,689 204,862 24,424,242 
Dylan G. Haggart
161,522,814 601,498 199,144 25,424,242 
William D. Mosley
161,510,559 598,782 214,115 25,424,242 
Stephanie Tilenius
161,556,270 568,066 199,120 25,424,242 
Proposal 2. The advisory resolution to approve, in a non-binding vote, the compensation of the Company’s named executive officers was approved.
FORAGAINSTABSTAINBROKER NON-VOTES
155,532,5846,425,664365,20825,424,242

Proposal 3. The option of “One Year” received the highest number of votes in the advisory resolution to approve, in a non-binding vote, the frequency of future advisory votes on the compensation of the Company’s named executive officers.

ONE YEARTWO YEARSTHREE YEARSABSTAINBROKER NON-VOTES
159,773,988215,9072,076,365257,19625,424,242

Based on these results and consistent with the Company’s recommendation, the Company’s board of directors has determined that the Company will conduct future advisory votes on the compensation program for its named executive officers every one year.
Proposal 4. The proposal to ratify, in a non-binding vote, the appointment of Ernst & Young LLP as the independent auditors for the fiscal year ending June 28, 2024, and to authorize, in a binding vote, the Audit and Finance Committee to set the auditors’ remuneration was approved.
FORAGAINSTABSTAIN
172,277,65515,067,030403,013
Proposal 5. The proposal to determine the price range at which the Company can re-allot shares held as treasury shares was approved.
FORAGAINSTABSTAIN
175,066,79811,970,256710,644



Item 9.01
Financial Statements and Exhibits.

(d)Exhibits
Exhibit No.Exhibit
104Cover Page Interactive Data File (embedded within the Inline XBRL document)



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 HOLDINGS PUBLIC LIMITED COMPANY
Date: October 24, 2023  By: /s/ Katherine E. Schuelke
  Name: Katherine E. Schuelke
  Title: Senior Vice President, Chief Legal Officer & Company Secretary