Summary
Seagate Technology plc filed an 8-K on October 24, 2014, to report on key outcomes from their Annual General Meeting (AGM) held on October 22, 2014. The primary focus of this filing is the shareholder approval of the Amended and Restated Seagate Technology plc 2012 Equity Incentive Plan. This updated plan significantly increases the number of ordinary shares reserved for issuance by an additional 25,000,000, modifies how certain equity awards are counted against the share reserve, and adjusts performance criteria for "qualified performance-based compensation." The company also received shareholder approval for other important matters, including the election of all eleven director nominees, granting directors authority to issue shares (both generally and for cash without pre-emptive rights), and setting the reissue price range for treasury shares. Additionally, shareholders provided advisory approval for executive compensation and ratified the appointment of Ernst & Young as the independent auditor for the upcoming fiscal year.
Key Highlights
- 1Shareholder approval of the Amended and Restated Seagate Technology plc 2012 Equity Incentive Plan, which increases the share reserve by 25,000,000 shares.
- 2Modification to the fungible share counting provision: Full-Value Share Awards will count as 2.5 shares for every 1 granted against the aggregate reserve.
- 3Changes to performance criteria for awards intended to qualify as 'qualified performance-based compensation' under Section 162(m) of the Internal Revenue Code.
- 4Election of all eleven director nominees was approved by shareholders.
- 5Shareholders granted broad authority to directors to issue the company's authorized but unissued share capital.
- 6Approval was given to allow directors to issue shares for cash without first offering them to existing shareholders.
- 7Ratification of Ernst & Young as the independent auditor for the fiscal year ending July 3, 2015, was approved.