Seagate Technology Holdings PLC

This advisory (non-binding) Say-on-Pay proposal asks shareholders to approve the compensation paid to the Company's named executive officers as disclosed in the Compensation Discussion and Analysis and related tables. Management is seeking shareholder endorsement to confirm that its pay programs — which emphasize at-risk compensation, performance-based long-term incentives (including PSUs tied to ROIC and rTSR), and annual bonuses paid in RSUs with a vesting period — are aligned with shareholder interests and the Company’s strategic objectives. The Company highlights FY2026 operating and financial outperformance (notably revenue and margin expansion, record free cash flow, and strong incentive payouts) as context for the proposed compensation outcomes and notes that a high percentage of prior say-on-pay votes supported its programs. The Board recommends a FOR vote on the basis that compensation is heavily performance-based, uses multiple financial and operational metrics, is overseen by an independent Compensation and People Committee with an independent consultant, and incorporates governance features (clawbacks, share ownership requirements, no single-trigger CIC gross-ups). Because the vote is advisory, it will not be binding, but the Board will consider shareholder feedback when making future compensation decisions. For investors evaluating the merits, key considerations include the alignment between realized pay and demonstrated FY2026 results, the continued use of PSUs and ROIC/rTSR metrics to link pay to long-term shareholder value, and the degree to which annual bonus RSU structure (including the 30% premium then reduced prospectively) balances cash preservation and retention. Management emphasises its historical and recent levels of shareholder support for the compensation framework as evidence of alignment and governance oversight.

This ordinary resolution asks shareholders to grant the Board a general authority to allot and issue relevant securities up to an aggregate nominal amount equivalent to approximately 20% of the Company's issued ordinary share capital as of the latest practicable date, for a period of 18 months. Management seeks this authority because, under Irish law, directors require shareholder authorization to allot authorized but unissued share capital; granting it is routine and enables the Company to operate its equity compensation plans, to issue shares in connection with strategic transactions, and to raise capital quickly when needed. The resolution is limited in scope (20% of issued capital) and duration (18 months) and includes a standard proviso allowing offers made before expiry to be completed after expiry. The Board recommends a FOR vote, stressing that the authority is consistent with Irish market practice and that shareholder protections remain in place through Nasdaq/SEC rules and periodic review by the Board. From a governance perspective, voters should weigh the dilutive potential of the authorization against the operational flexibility it provides for equity awards, acquisitions, and other corporate needs; the Company has highlighted that it is not increasing authorized capital but only seeking the allotment authority required under Irish law. The required vote is a simple majority of votes cast and the Board frames the request as fundamental and routine for Irish incorporated public companies, with appropriate limits on scope and time to limit dilution risk.

This special resolution requests shareholder approval to allow the Board to allot equity securities for cash without first offering them pro rata to existing shareholders (i.e., to opt out of statutory pre-emption rights), limited to rights issues and other cash issues up to approximately 20% of issued capital over an 18‑month period. Management argues this authority is standard under Irish law for listed companies and is necessary to preserve operational flexibility — for example, to issue shares quickly for acquisitions, capital raising or to satisfy equity compensation plan requirements — without procedural delay that could hinder competitiveness. The Board emphasizes limits on the authority (20% cap and 18-month expiry), that rights issues remain protected, and that the proposal is consistent with Irish market practice and Nasdaq/SEC governance safeguards. Shareholders should weigh the dilution risk and potential pricing consequences of a non-pre-emptive issuance against management’s argument that the ability to act quickly supports strategic opportunities and efficient plan operations. The vote requires at least 75% approval, reflecting its importance and the stronger protection afforded to shareholders under Irish law; the Board recommends FOR for the routine and time-limited nature of the authorization and as a competitive necessity for a Nasdaq-listed, Irish-incorporated company.

This special resolution asks shareholders to approve the off-market price limits for re‑allotment of any treasury shares the Company may hold, setting a maximum re-allotment price at 120% of the prior trading day’s Nasdaq close and a minimum at nominal value (for employee share scheme obligations) or 95% of the prior trading day’s Nasdaq close for other re‑allotments, with the authorization expiring after 18 months. Management seeks the authorization because Irish law requires shareholder approval of the permissible price range for re-allotting treasury shares; by defining explicit min/max limits and a time window, the Company can re‑allot treasury shares efficiently for employee plans or other corporate needs without repeated shareholder votes. The resolution is time-limited and crafted to balance flexibility for the Company (including for equity compensation and strategic needs) against shareholder protections (caps and floors tied to market prices and nominal value for employee obligations). The Board recommends FOR, noting the proposal is routine for Irish incorporated public companies and helps facilitate operational actions such as fulfilling employee share awards or reallocating treasury stock without undue delay. Investors should consider the dilution and timing implications but can be reassured by the defined pricing formula, the 18‑month expiry, and the Board’s recommendation that the proposal is consistent with market practice.