Seagate shareholders approve share-issuance authority

Shareholders approved six proposals, including board authority over share allotments, pre-emption rights and treasury-share re-allotments.

Rhea-AI Filing Summary

Seagate Technology Holdings plc (STX) held its annual general meeting on October 24, 2026, where shareholders elected nine directors to serve until the 2027 annual general meeting: Mark W. Adams, Pratik (“Prat”) S. Bhatt, Richard L. Clemmer, Yolanda L. Conyers, Jay L. Geldmacher, Dylan G. Haggart, William D. Mosley, Thomas A. Szlosek and Stephanie Tilenius.

Shareholders approved all six proposals. These included a non-binding advisory vote on named executive officer compensation and approval of Ernst & Young LLP as independent auditors for the fiscal year ending July 2, 2027, alongside binding authority for the Audit and Finance Committee to set auditor remuneration. Shareholders also approved board authority to allot and issue shares, opt out of statutory pre-emption rights, and determine the price range for re-allotting treasury shares.

8-K Event Classification

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

1 item

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.

Key Figures

Directors elected: 9 directors Say-on-pay votes for: 156,593,303 votes Auditor proposal votes for: 174,523,877 votes +2 more

5 metrics

Directors elected 9 directors To serve until the 2027 annual general meeting

Say-on-pay votes for 156,593,303 votes Non-binding advisory resolution on named executive officer compensation

Auditor proposal votes for 174,523,877 votes Auditor appointment and authority to set remuneration

Share-allotment authority votes for 184,735,812 votes Proposal granting the board authority to allot and issue shares

Treasury-share price-range proposal votes for 188,219,909 votes Proposal on the price range for re-allotting treasury shares

Key Terms

broker non-votes, statutory pre-emption rights, treasury shares, non-binding vote

4 terms

broker non-votes technical

"21,148,836 broker non-votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

statutory pre-emption rights regulatory

"opt-out of statutory pre-emption rights"

treasury shares financial

"shares held as treasury shares"

Treasury shares are a company’s own stock that it has repurchased and keeps on its books instead of canceling or leaving in the hands of outside investors. Think of them like coupons a business puts back in a drawer: they don’t vote or receive dividends while held, but they can be reissued later for employee pay or fundraising. For investors this matters because buybacks change the number of shares that count toward earnings and ownership, can boost per‑share metrics, and use corporate cash that might otherwise go to growth or dividends.

non-binding vote regulatory

"approve, in a non-binding vote, the compensation"

A non-binding vote is an advisory vote where shareholders or stakeholders express their opinion on a proposal without creating a legal obligation for the board or management to follow the result. It matters to investors because the outcome acts like a public opinion poll—informing market participants about shareholder sentiment and often influencing future corporate decisions, governance changes, or investor confidence even though it does not force action.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many votes supported the STX share-allotment proposal?

The proposal to grant the board authority to allot and issue shares received 184,735,812 votes for, 4,787,440 against and 388,066 abstentions.

What were the STX say-on-pay voting results?

The non-binding advisory resolution on named executive officer compensation received 156,593,303 votes for, 11,606,397 against and 562,782 abstentions; there were 21,148,836 broker non-votes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/28/2026 - 06:02 AM EDT Accepted by SEC EDGAR 10/27/2026 - 06:56 PM EDT Learn about SEC filing dates

Seagate Technology Holdings plc0001137789false00011377892026-10-242026-10-24

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 24, 2026

____________________________

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 5.07 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

Filing Exhibits & Attachments

3 documents

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• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.3 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB