8-K

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): August 23, 2022

SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY

(Exact Name of Registrant as Specified in Charter)

Ireland	001-31560	98-1597419
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

38/39 Fitzwilliam Square Dublin 2, Ireland	D02 NX53
(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 class	Trading symbol(s)	Name of each exchange on which registered
Ordinary Shares, par value $0.00001 per share	STX	The 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 (17 CFR § 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR § 240.12b-2).

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 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(i) On August 23, 2022 (the “Effective Date”), the Board of Directors (the “Board”) of Seagate Technology Holdings plc (“Seagate”) appointed Richard (Rick) Clemmer to serve as a director of Seagate. Mr. Clemmer was appointed upon the recommendation of the nominating and corporate governance committee and has been determined by the Board to be an independent director under the listing rules of the Nasdaq Stock Market. Mr. Clemmer will serve until Seagate’s next annual general meeting of shareholders (the “AGM”) when he is expected to stand for election by a vote of Seagate’s shareholders.

Mr. Clemmer will participate in the non-employee director compensation arrangements generally applicable to all Seagate non-employee directors. Under the terms of those arrangements as currently in effect, he will receive, among other things: (i) an annual cash retainer of $100,000 for service on the Board, and (ii) an initial restricted share unit grant equal in number to $275,000 divided by the average closing share price for the quarter prior to the grant and rounded to the nearest whole share, provided, however, that the initial grant shall be prorated on the basis of the number of days between the Effective Date and the AGM.

In connection with the appointment, Seagate and Mr. Clemmer will enter into a deed of indemnity, the form of which was filed with the SEC on July 29, 2010, as Exhibit 10.1 to Seagate’s Current Report on Form 8-K dated July 27, 2010.

There are no arrangements or understandings pursuant to which Mr. Clemmer was selected as a director. Mr. Clemmer does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

A copy of Seagate’s press release announcing the appointment of Richard (Rick) Clemmer is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press release, dated August 24, 2022, of Seagate Technology Holdings plc entitled “Seagate Appoints Richard (Rick) Clemmer to the Board of Directors”
104	Cover 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
By:	/s/ Katherine E. Schuelke
Name:	Katherine E. Schuelke
Title:	Senior Vice President, Chief Legal Officer & Company Secretary
Date: August 24, 2022

EX-99.1

Exhibit 99.1

Media Contact:

Gregory Belloni (415) 235-9092

gregory.belloni@seagate.com

Investor Relations Contact:

Shanye Hudson (510) 661-1600

shanye.hudson@seagate.com

SEAGATE APPOINTS RICK CLEMMER TO THE BOARD OF DIRECTORS

FREMONT, Calif. – August 24, 2022 - Seagate Technology Holdings plc (NASDAQ: STX), a world leader in data storage and infrastructure solutions, today announced that Richard (Rick) Clemmer has been appointed to the company’s Board of Directors, effective August 23, 2022.

“Rick is a highly accomplished technology industry leader and so I am delighted to welcome him to Seagate’s Board of Directors,” said Mike Cannon, Seagate’s Board Chair. “Rick’s proven track record of driving growth and value creation across multiple global companies make him a strong addition to Seagate’s board.”

Mr. Clemmer brings extensive leadership and financial management experience in technology industries spanning semiconductor, storage, e-Commerce, and software. Mr. Clemmer served as Executive Director, President and Chief Executive Officer of NXP Semiconductors N.V., from 2009 to May 2020 during which he led the company through an IPO and subsequent rapid, profitable revenue growth. Previously, Mr. Clemmer served as a senior advisor to private equity firm KKR & Co. Inc., President and Chief Executive Officer of Agere Systems Inc., and also held a number of executive leadership positions at Texas Instruments, Inc. and Quantum Corporation. Mr. Clemmer currently serves on the boards of HP Inc. and Aptiv PLC, a $15 billion provider of automotive electronic components and solutions. He also serves as the Vice Chair of FIRST, a global non-profit organization focused on advancing STEM education.

Mr. Clemmer holds a bachelor’s degree in Business Administration from Texas Tech University and a Master of Business Administration from Southern Methodist University.

About Seagate

Seagate Technology crafts the datasphere, helping to maximize humanity’s potential by innovating world-class, precision-engineered mass-data storage and management solutions with a focus on sustainable partnerships. A global technology leader for more than 40 years, the company has shipped over three billion terabytes of data capacity. Learn more about Seagate by visiting www.seagate.com or following us on Twitter, Facebook, LinkedIn, YouTube, and subscribing to our blog.

^© 2022 Seagate Technology LLC. All rights reserved. Seagate, Seagate Technology, and the Spiral logo are registered trademarks of Seagate Technology LLC in the United States and/or other countries.

XML

Document and Entity Information	Aug. 23, 2022
Cover [Abstract]
Entity Registrant Name	Seagate Technology Holdings plc
Amendment Flag	false
Entity Central Index Key	0001137789
Document Type	8-K
Document Period End Date	Aug. 23, 2022
Entity Incorporation State Country Code	L2
Entity File Number	001-31560
Entity Tax Identification Number	98-1597419
Entity Address, Address Line One	38/39 Fitzwilliam Square
Entity Address, City or Town	Dublin 2
Entity Address, Country	IE
Entity Address, Postal Zip Code	D02 NX53
City Area Code	(353) (1)
Local Phone Number	234-3136
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Ordinary Shares, par value $0.00001 per share
Trading Symbol	STX
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false