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
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 (§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 24, 2026, Seagate Technology Holdings plc (the “Company”) held its 2026 Annual General Meeting (the “AGM”) At the AGM, the Company’s shareholders voted on the following (six) 6 proposals and cast their votes as set forth below.
Proposal 1. The nine (9) directors listed below were elected at the AGM to hold office until the Company’s 2027 annual general meeting:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
Mark W. Adams
148,227,445
20,048,410
486,627
21,148,836
Pratik (“Prat”) S. Bhatt
160,258,701
8,133,293
370,488
21,148,836
Richard L. Clemmer
160,787,920
7,700,174
274,388
21,148,836
Yolanda L. Conyers
167,713,998
773,847
274,637
21,148,836
Jay L. Geldmacher
153,476,260
15,020,409
265,813
21,148,836
Dylan G. Haggart
165,814,433
2,678,633
269,416
21,148,836
William D. Mosley
160,394,778
7,558,274
809,430
21,148,836
Thomas A. Szlosek
156,066,158
12,421,471
274,853
21,148,836
Stephanie Tilenius
164,545,476
3,937,001
280,005
21,148,836
Proposal 2. The advisory resolution to approve, in a non-binding vote, the compensation of the Company’s named executive officers was approved.
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
156,593,303
11,606,397
562,782
21,148,836
Proposal 3. The proposal to ratify, in a non-binding vote, the appointment of Ernst & Young LLP as the independent auditors for the fiscal year ending July 2, 2027, and to authorize, in a binding vote, the Audit and Finance Committee to set the auditors’ remuneration was approved.
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
174,523,877
15,105,545
281,896
—
Proposal 4. The proposal to grant the Company’s board of directors authority to allot and issue shares was approved.
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
184,735,812
4,787,440
388,066
—
Proposal 5. The proposal to grant the Company’s board of directors authority to opt-out of statutory pre-emption rights was approved.
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
157,227,867
11,188,355
346,260
21,148,836
Proposal 6. The proposal to determine the price range at which the Company can re-allot shares held as treasury shares was approved.
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
188,219,909
982,872
708,537
—
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 27, 2026
By:
/s/ James C. Lee
Name:
James C. Lee
Title:
Executive Vice President, Chief Legal Officer & Company Secretary