Form 8-K Seagate Technology plc For: Oct 29
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) |
Registrants 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)) |
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 30, 2018, shareholders at the 2018 Annual General Meeting of Shareholders of Seagate Technology plc (the Company): (1) elected all ten of the Companys nominees for director; (2) approved, in an advisory, non-binding vote the compensation of the Companys named executive officers, (3) ratified, in a non-binding vote, the appointment of Ernst & Young LLP to serve as the Companys 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 to opt-out of statutory pre-emption rights under Irish law and (6) determined the price range at which the Company can re-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 Companys 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 Companys 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 a non-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 Companys 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 to opt-out of statutory pre-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 can re-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 Companys website.
The full text of the Companys press release is attached to this Current Report on Form 8-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
Exhibit 99.1
Seagate Technology Announces New $2.3 Billion Share Repurchase Authorization
CUPERTINO, CA November 2, 2018 Seagate Technology plc (NASDAQ: STX) (the Company or Seagate) today announced that its Board of Directors has authorized the Company to repurchase up to $2.3 billion of its outstanding ordinary shares (the October 2018 Authorization).
As a result of the October 2018 Authorization, Seagate currently has an aggregate authority to repurchase approximately $3.0 billion of its ordinary shares. Share repurchases under the October 2018 Authorization may be made through a variety of methods, which may include open market purchases, privately negotiated transactions, block trades, accelerated share repurchase transactions, or by any combination of such methods. The timing and actual number of shares repurchased will depend on a variety of factors including the ordinary share price, corporate and regulatory requirements and other market and economic conditions. The share repurchase authorization may be suspended or discontinued at any time.
The repurchase authorization reflects the confidence that the Board and the executive management team have in Seagates ability to generate cash, while still investing in innovation and growth opportunities. said Dave Mosley, Seagates chief executive officer.
About Seagate
Seagate creates space for the human experience by innovating how data is stored, shared and used. Learn more at www.seagate.com.
(c) 2018 Seagate Technology LLC. All rights reserved. Seagate, Seagate Technology and the Spiral logo, are registered trademarks of Seagate LLC in the United States and/or other countries. All other trademarks or registered trademarks are the property of their respective owners.
Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, each as amended, including, in particular, statements about the Companys plans, strategies and prospects, financial projections, expectations regarding market demand and the Companys products, shifts in technology, the Companys ability to meet market and industry expectations and the effects of
these future trends and expectations on the Companys business and shareholder value. These statements identify prospective information and may include words such as expects, intends, plans, anticipates, believes, estimates, predicts, projects, should, may, will, or the negative of these words, variations of these words and comparable terminology. These forward-looking statements are based on information available to the Company as of the date of this report and are based on managements current views and assumptions. These forward-looking statements are conditioned upon and also involve a number of known and unknown risks, uncertainties, and other factors that could cause actual results, performance or events to differ materially from those anticipated by these forward-looking statements. Such risks, uncertainties, and other factors may be beyond the Companys control and may pose a risk to the Companys operating and financial condition. Such risks and uncertainties include, but are not limited to: the uncertainty in global economic and political conditions; the impact of the variable demand and adverse pricing environment for storage products; the Companys ability to successfully qualify, manufacture and sell its storage products in increasing volumes on a cost-effective basis and with acceptable quality; the impact of competitive product announcements; the Companys ability to achieve projected cost savings in connection with restructuring plans and consolidation of manufacturing activities; possible excess industry supply with respect to particular storage products and competing alternative storage technology solutions; the impact of trade barriers imposed by the U.S. government and potential corresponding actions by other countries in which the Company conducts its business; disruptions to its supply chain or production capabilities; unexpected advances in competing technologies or changes in market trends; the development and introduction of products based on new technologies and expansion into new data storage markets; currency fluctuations that may impact the Companys margins, international sales and results of operations; and fluctuations in interest rates. Information concerning risks, uncertainties and other factors that could cause results to differ materially from the expectations described in this press release is contained in the Companys Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (SEC) on August 3, 2018, the Risk Factors section of which is incorporated into this press release by reference, and other documents filed with or furnished to the SEC. These forward-looking statements should not be relied upon as representing the Companys views as of any subsequent date and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made, except as required by applicable law.
The inclusion of Seagates website address in this press release is intended to be an inactive textual reference only and not an active hyperlink. The information contained in, or that can be accessed through, Seagates website and social media channels are not part of this press release.
