Seagate Technology Holdings PLC

1. 1

   Election of Each of the Nine Director Nominees

   ManagementBoard: FOR

   Elect each of the nine identified director nominees to serve a one-year term ending at the 2027 annual general meeting; Michael R. Cannon and Shankar Arumugavelu are retiring and are not standing for re-election.

2. 2

   Advisory Vote on Compensation of Named Executive Officers (Say-on-Pay

   ManagementBoard: FOR

   Approve, on an advisory and non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Compensation Discussion and Analysis, compensation tables, and related proxy disclosure.

   More detail

   Proposal 2 asks shareholders to approve the compensation paid to Seagate’s named executive officers for Fiscal Year 2026 on an advisory, non-binding basis. The vote covers the Compensation Discussion and Analysis, accompanying compensation tables, and related proxy disclosure rather than a separate compensation plan amendment. The Board emphasizes that the vote will not bind the Company, but it intends to consider the result in future compensation decisions. Management’s compensation philosophy is strongly performance-oriented, with a significant majority of direct compensation delivered through equity or other at-risk incentives. For Fiscal Year 2026, the CEO’s annual incentive was earned at the maximum 200% level, and the incentive was delivered in RSUs subject to additional vesting. At least 70% of long-term equity awards for NEOs were performance-based, using measures including return on invested capital and relative total shareholder return. The program also includes ownership requirements, clawback policies, anti-hedging and pledging restrictions, and no single-trigger change-in-control benefits or tax gross-ups. Management notes that approximately 95% of votes cast supported the prior year’s say-on-pay proposal and that no material strategy changes were made in response. The Board recommends voting FOR because it views the program as competitive, shareholder-aligned, and appropriately linked to company and market performance.

3. 3

   Ratification of Appointment of Ernst & Young LLP and Authorization of Auditor Remuneration

   ManagementBoard: FOR

   Ratify on a non-binding basis Ernst & Young LLP as independent auditors for Fiscal Year 2027 and authorize the Audit and Finance Committee, on a binding basis, to set the auditors’ remuneration.

4. 4

   Grant Board Authority to Allot and Issue Shares

   ManagementBoard: FOR

   Authorize the Board under Irish law to allot and issue relevant securities up to an aggregate nominal amount of $454, approximately 20% of issued ordinary share capital, for 18 months, subject to specified continuation provisions.

   More detail

   Proposal 4 seeks renewal of the Board’s statutory authority under Section 1021 of the Irish Companies Act 2014 to allot and issue relevant securities. The authority would cover securities with an aggregate nominal value of $454, representing approximately 20% of the issued ordinary share capital as of August 7, 2026. It would remain effective for 18 months unless earlier renewed, varied, or revoked. The resolution also preserves the Board’s ability to complete an offer or agreement made before expiration even if allotment occurs afterward. Management states that the authority is a routine requirement for Irish-incorporated public companies and does not increase the Company’s authorized share capital. The flexibility could be used for equity compensation plans, acquisitions, or capital raising, although no specific issuance is being submitted for approval. Seagate notes that Nasdaq and SEC rules continue to constrain certain issuances, providing U.S. public-company protections alongside the Irish authorization. The authority is particularly relevant because Seagate has substantial equity compensation programs and may need flexibility for strategic transactions or financing. The Board recommends voting FOR, viewing the authorization as fundamental to the Company’s business and necessary to maintain parity with U.S.-incorporated Nasdaq competitors.

5. 5

   Grant Board Authority to Opt-out of Statutory Pre-emption Rights

   ManagementBoard: FOR

   Authorize the Board under Irish law to allot equity securities for cash without applying statutory pre-emption rights, up to an aggregate nominal value of $454, approximately 20% of issued ordinary share capital, for 18 months, subject to Proposal 4 passing.

   More detail

   Proposal 5 asks shareholders to approve a special resolution disapplying Irish statutory pre-emption rights for specified cash issuances. If approved, the Board could issue equity securities for cash without first offering them pro rata to existing shareholders. The authority is expressly conditional on approval of Proposal 4 and would be capped at an aggregate nominal value of $454, approximately 20% of issued ordinary share capital as of August 7, 2026. It would expire 18 months after approval unless renewed, varied, or revoked. Management argues that the authorization is routine for Irish public companies and is necessary to avoid delays associated with offering every cash issuance to all existing shareholders. The stated uses include equity compensation plans, acquisitions, and other capital-raising activity. Without the authority, management says pre-emption procedures could interfere with compensation-plan administration and delay transactions or financing. The resolution does not itself approve a specific issuance or increase authorized share capital, but it would permit dilution without a pro rata shareholder offering within the stated limit. Because it is a special resolution, approval requires at least 75% of votes cast. The Board recommends voting FOR, emphasizing operational flexibility and the need to compete on similar terms with U.S.-incorporated Nasdaq companies.

6. 6

   Determine the Price Range for Re-allotment of Treasury Shares

   ManagementBoard: FOR

   Authorize the price range for off-market re-allotment of treasury shares for 18 months, with a maximum of 120% of the preceding Nasdaq closing price and a minimum of nominal value for employee plans or 95% of that price otherwise.

   More detail

   Proposal 6 asks shareholders to approve the statutory price range for off-market re-allotments of treasury shares under Irish law. The maximum permitted re-allotment price would be 120% of the prior Nasdaq closing price. The minimum would be nominal value when shares are used to satisfy an employee share or incentive plan obligation, and 95% of the prior Nasdaq closing price in other cases. The authorization would last 18 months unless earlier varied, revoked, or renewed. Irish law requires shareholders to establish this price range even though Seagate typically cancels and retires shares acquired through buybacks. The Company may nevertheless retain flexibility to re-allot treasury shares in connection with employee plans or other corporate needs. The resolution applies to off-market re-allotments and does not limit other authority to re-allot treasury shares on market. The proposal is a special resolution requiring at least 75% of votes cast. Management characterizes the authorization as a routine Irish-law matter rather than a request for an immediate transaction. The Board recommends voting FOR because the authorization preserves flexibility to use treasury shares while complying with Irish statutory requirements.

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When is the Seagate Technology Holdings PLC 2026 annual meeting?

Seagate Technology Holdings PLC (STX) holds its 2026 annual shareholder meeting on Saturday, October 24, 2026.

What is the record date for the Seagate Technology Holdings PLC 2026 meeting?

The record date for the Seagate Technology Holdings PLC 2026 meeting is Wednesday, August 26, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Seagate Technology Holdings PLC's 2026 meeting?

The board is presenting 9 director nominees at the Seagate Technology Holdings PLC 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Seagate Technology Holdings PLC 2026 meeting?

Shareholders will vote on 6 proposals at the Seagate Technology Holdings PLC 2026 meeting, each tagged with who proposed it and the board's recommendation.