Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(i) On January 24, 2022 (the "Effective Date"), the Board of Directors (the
"Board") of Seagate Technology Holdings plc ("Seagate") appointed Yolanda Lee
Conyers to serve as a director of Seagate. Ms. Conyers has also been appointed
to serve on the compensation committee of the Board. Ms. Conyers 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. Ms. Conyers will serve until Seagate's next
annual general meeting of shareholders (the "AGM") when she is expected to stand
for election by a vote of Seagate's shareholders.
Ms. Conyers 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, she 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, Ms. Conyers will receive $10,000 per annum for
service on the compensation committee.
In connection with the appointment, Seagate and Ms. Conyers 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 Ms. Conyers was
selected as a director. Ms. Conyers 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 Yolanda Lee
Conyers 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 January 25, 2022, of Seagate Technology
Holdings plc entitled "Seagate Appoints Yolanda Lee Conyers to
the Board of Directors"
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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