Seagate Technology plc false 0001137789 0001137789 2021-03-19 2021-03-19

 

 

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): March 19, 2021

 

 

SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY

(Exact Name of Registrant as Specified in 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
  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 March 19, 2021 (the “Effective Date”), the Board of Directors (the “Board”) of Seagate Technology plc (“Seagate”) appointed Shankar Arumugavelu to serve as a director of Seagate. Mr. Arumugavelu has also been appointed to serve on the audit and finance committee of the Board. Mr. Arumugavelu 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. Arumugavelu 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. Arumugavelu, 49, currently serves as Senior Vice President and Global Chief Information Officer of Verizon Communications Inc. Mr. Arumugavelu has served in various positions during his 23 years with Verizon.

Mr. Arumugavelu holds a master’s in Computer Science from the University of South Florida and a bachelor’s in Electrical and Electronics Engineering from Anna University.

Mr. Arumugavelu 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 addition, Mr. Arumugavelu will receive $15,000 per annum for service on the audit and finance committee.

In connection with the appointment, Seagate and Mr. Arumugavelu 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. Arumugavelu was selected as a director. Mr. Arumugavelu 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 Shankar Arumugavelu 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 March 22, 2021, of Seagate Technology plc entitled “Seagate Appoints Shankar Arumugavelu 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 PUBLIC LIMITED COMPANY
By:  

/s/ Gianluca Romano

Name:   Gianluca Romano
Title:   Executive Vice President and Chief Financial Officer

Date: March 22, 2021