STX holders back equity plans; ISO cap 17.8M; auditor ratified

Rhea-AI Filing Summary

Seagate Technology Holdings reported the results of its 2025 AGM. Shareholders approved two equity plan updates: the Amended and Restated Employee Stock Purchase Plan, which increases the number of ordinary shares reserved for issuance by 10,000,000 and permits accumulation of notional fractional shares; and the Amended and Restated 2022 Equity Incentive Plan, which increases the aggregate number of shares reserved for issuance by 3,800,000, raises the number of shares that may be issued or transferred pursuant to incentive stock options to 17,800,000, allows aggregation of awards to eliminate fractional shares, and removes the plan’s expiration date.

All eleven director nominees were elected. Shareholders also approved, on an advisory basis, named executive officer compensation; ratified Ernst & Young LLP as independent auditors for the fiscal year ending July 3, 2026; granted the board authority to allot and issue shares; authorized an opt-out of statutory pre-emption rights; and set the price range for re-allotting treasury shares.

Insights

Equity compensation & governance analyst

Routine AGM approvals expand equity plan share reserves; neutral impact.

Shareholders approved increases to employee equity programs: the ESPP adds 10,000,000 shares reserved for issuance, while the 2022 EIP adds 3,800,000 and lifts the incentive stock option limit to 17,800,000. The 2022 EIP also removes its expiration date and permits fractional handling via award aggregation.

These actions provide capacity for ongoing stock-based compensation and employee participation programs. Actual share issuance depends on future grants and ESPP purchases under plan terms. Governance proposals passed broadly, including director elections and auditor ratification for the fiscal year ending July 3, 2026.

The board received authority to allot and issue shares and to opt out of statutory pre-emption rights, plus approval to set a price range for re-allotting treasury shares. The filing does not specify timing or amounts for any future issuances; outcomes depend on subsequent board actions and program usage.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

Seagate Technology Holdings plc0001137789false00011377892025-10-252025-10-25

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 25, 2025

____________________________

SEAGATE TECHNOLOGY HOLDINGS

PUBLIC LIMITED COMPANY

(Exact name of registrant as specified in its charter)

____________________________

Ireland			001-31560			98-1597419
(State or other jurisdiction of			(Commission File Number)			(I.R.S. Employer
incorporation or organization)						Identification Number)

121 Woodlands Avenue 5			739009
Singapore
(Address of principal executive office)						(Zip Code)

Registrant’s telephone number, including area code: (65) 6018-2562

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

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

Approval of the Amended and Restated Employee Stock Purchase Plan

At the 2025 Annual General Meeting (the “AGM”) of Seagate Technology Holdings plc (the “Company”) held on October 25, 2025, the Company’s shareholders voted to approve the Amended and Restated Employee Stock Purchase Plan (the “Amended ESPP”). As described in the proxy materials for the AGM, the Amended ESPP will (i) increase the number of ordinary shares reserved for issuance under the Amended ESPP by 10,000,000 and (ii) allow for the accumulation of notional fractional shares.

The foregoing description of the Amended ESPP is qualified in its entirety by reference to the text of the Amended ESPP, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Approval of the Amended and Restated 2022 Equity Incentive Plan

At the AGM, the Company’s shareholders voted to approve the Amended and Restated 2022 Equity Incentive Plan (the “2022 EIP”). As described in the proxy materials for the AGM, the 2022 EIP will (i) increase the aggregate number of ordinary shares reserved for issuance under the 2022 EIP by 3,800,000, (ii) increase the number of shares that may be issued or transferred pursuant to incentive stock options under the 2022 EIP to 17,800,000, (iii) allow for the aggregation of share awards in order to eliminate any fractional shares granted under the 2022 EIP, and (iv) remove the expiration date of the 2022 EIP.

The foregoing description of the 2022 EIP is qualified in its entirety by reference to the text of the 2022 EIP, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

At the AGM, the Company’s shareholders voted on the following 8 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 2026 annual general meeting:

						FOR												AGAINST												ABSTAIN												BROKER NON-VOTES
Mark W. Adams									148,321,827												18,423,785												889,310												22,370,988
Shankar Arumugavelu									166,991,549												367,080												276,293												22,370,988
Pratik (“Prat”) S. Bhatt									165,957,817												1,407,503												269,602												22,370,988
Michael R. Cannon									145,979,049												21,390,325												265,548												22,370,988
Richard L. Clemmer									158,258,694												9,109,517												266,711												22,370,988
Yolanda L. Conyers									166,979,377												384,261												271,284												22,370,988
Jay L. Geldmacher									154,403,962												12,958,803												272,157												22,370,988
Dylan G. Haggart									166,974,705												395,716												264,501												22,370,988
William D. Mosley									159,633,245												7,226,585												775,092												22,370,988
Thomas A. Szlosek									157,071,889												10,275,695												287,338												22,370,988
Stephanie Tilenius									165,159,257												2,211,144												264,521												22,370,988

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
159,046,609												7,719,494												868,819												22,370,988

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 3, 2026, 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
167,847,794												21,835,122												322,994												- -

Proposal 4. The proposal to approve the Amended ESPP was approved.

FOR												AGAINST												ABSTAIN												BROKER NON-VOTES
166,768,333												541,056												325,533												22,370,988

Proposal 5. The proposal to approve the 2022 EIP was approved.

FOR												AGAINST												ABSTAIN												BROKER NON-VOTES
162,847,416												3,950,701												836,805												22,370,988

Proposal 6. The proposal to grant the Company’s board of directors authority to allot and issue shares was approved.

FOR												AGAINST												ABSTAIN												BROKER NON-VOTES
165,930,526												1,374,950												329,446												22,370,988

Proposal 7. 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
160,563,204												6,682,091												389,627												22,370,988

Proposal 8. 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
166,249,563												753,767												631,592												22,370,988

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.			Description
10.1			Amended and Restated Employee Stock Purchase Plan.
10.2			Amended and Restated 2022 Equity Incentive Plan.
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

Date: October 28, 2025

By:

/s/ James C. Lee

Name:

James C. Lee

Title:

Executive Vice President, Chief Legal Officer & Company Secretary

FAQ

What did Seagate (STX) shareholders approve at the 2025 AGM?

They approved updates to the ESPP and 2022 EIP, elected 11 directors, ratified Ernst & Young LLP as auditor for the fiscal year ending July 3, 2026, and passed share authority proposals.

How many shares were added to Seagate’s ESPP reserve?

The Amended ESPP increases ordinary shares reserved for issuance by 10,000,000 and allows accumulation of notional fractional shares.

What changes were made to Seagate’s 2022 Equity Incentive Plan (EIP)?

The 2022 EIP increases shares reserved by 3,800,000, raises the incentive stock option limit to 17,800,000, allows aggregation to eliminate fractional shares, and removes the expiration date.

Were Seagate’s director nominees elected?

Yes. All eleven nominees, including Mark W. Adams and William D. Mosley, were elected to serve until the 2026 annual meeting.

Did Seagate (STX) shareholders approve executive compensation?

Yes. The advisory vote on named executive officer compensation was approved.

Which auditor did Seagate (STX) ratify for the next fiscal year?

Shareholders ratified Ernst & Young LLP as independent auditors for the fiscal year ending July 3, 2026.

What additional share authorities did Seagate’s board receive?

Shareholders granted authority to allot and issue shares, opt out of statutory pre-emption rights, and determine a price range to re-allot treasury shares.