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SEAGATE TECHNOLOGY PLC : Submission of Matters to a Vote of Security Holders (form 8-K) – marketscreener.com


Item 5.07 Submission of Matters to a Vote of Security Holders.

As previously disclosed on March 3, 2021, Seagate Technology plc (“Seagate” or
the “Company”) has decided to effect a corporate reorganization whereby a new
Irish public limited company, Seagate Technology Holdings plc (“Holdings”) will
serve as the publicly traded parent company of Seagate in order to create
additional distributable reserves. The transaction will be carried out pursuant
to a scheme of arrangement (the “Scheme of Arrangement” or “Scheme”) under Irish
law, which will result in the exchange of ordinary shares of Holdings (“Scheme
Consideration”) for ordinary shares in Seagate (“Seagate Ordinary Shares”) on a
one-for-one basis. On April 14, 2021, Seagate held a special Irish High Court
(“Irish Court”)-convened meeting of the holders of Seagate Ordinary Shares (the
“Court Meeting”) and an extraordinary general meeting of the holders of Seagate
Ordinary Shares (the “Extraordinary General Meeting” or “EGM”) as described in
the proxy statement filed by the Company with the Securities and Exchange
Commission
on March 3, 2021 (the “Proxy Statement”). A quorum was present at
both the Court Meeting and the Extraordinary General Meeting as required by the
Company’s memorandum and articles of association and Irish law. The following is
a brief description of each proposal voted upon at each of the Court Meeting and
the Extraordinary General Meeting and the final voting results on these
proposals:

COURT MEETING

Proposal. Approve the Scheme of Arrangement, as described in the Proxy
Statement, in its original form or with or subject to any modification, addition
or condition approved or imposed by the Irish Court:



    FOR       AGAINST   ABSTAIN
178,197,842   375,988   261,508

EXTRAORDINARY GENERAL MEETING

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Proposal 1. Approve the Scheme of Arrangement, as described in the Proxy
Statement, in its original form or with or subject to any modification, addition
or condition approved or imposed by the Irish Court, and the directors of
Seagate be authorized to take all such action as they consider necessary or
appropriate for carrying the Scheme of Arrangement into effect:



    FOR       AGAINST   ABSTAIN
180,043,179   398,232   247,035

Proposal 2. Amend the articles of association of Seagate, which are part of the
Seagate Constitution, referred to as the “Articles”, by adding a new Article
194, so that the Seagate Ordinary Shares that are issued on or after 5:00 p.m.
Eastern Time
on March 1, 2021 will either be subject to the terms of the Scheme
or will be immediately and automatically acquired by Holdings for the Scheme
Consideration:



    FOR       AGAINST   ABSTAIN
180,020,344   410,786   257,316

Proposal 3. Approve, on an advisory, non-binding basis, the reduction of the
share premium of Holdings resulting from a capitalisation of the merger reserve
arising in its books of account as a result of the consummation of the Scheme in
order to create distributable reserves in Holdings:



    FOR       AGAINST   ABSTAIN
179,959,704   438,227   290,515

Proposal 4. Approve any motion by the chair of the EGM to adjourn the EGM, or
any adjournments thereof, to another time and place if necessary or appropriate
to solicit additional proxies if there are insufficient votes at the time of the
EGM to approve proposals 1 and 2:



    FOR        AGAINST     ABSTAIN
170,340,077   10,083,621   264,748




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