Amended Current Report Filing (8-k/a)
2018年9月7日 - 9:35PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 25, 2018
SEAGATE TECHNOLOGY PUBLIC
LIMITED COMPANY
(Exact
Name of Registrant as Specified in Charter)
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Ireland
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001-31560
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98-0648577
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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38/39 Fitzwilliam Square
Dublin 2, Ireland
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N/A
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(Address of Principal Executive Office)
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(Zip Code)
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Registrants Telephone Number, Including Area Code: (353)
(1) 234-3136
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the
Form 8-K
filing is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to
Rule 14a-12
under the Exchange Act
(17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to
Rule 14d-2(b) under
the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to
Rule 13e-4(c) under
the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR § 230.405)
or Rule
12b-2
of the Securities Exchange Act of 1934 (17 CFR
§ 240.12b-2).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Explanatory Note
Pursuant to Instruction 2 to Item 5.02 of Form
8-K,
Seagate Technology plc (the Company)
is filing this Amendment No. 1 on
Form 8-K/A
to amend the Companys Current Report on Form
8-K,
originally filed with the Securities and Exchange
Commission on July 30, 2018 (the Original Filing), to disclose the compensation of Kathryn R. Scolnick and Geraldine Hottier-Fayon in connection with their appointments as Interim Chief Financial Officer and Interim Principal
Accounting Officer, respectively. At the time of the Original Filing, the Compensation Committee (the Committee) of the Board of Directors of the Company had not determined the compensation of Ms. Scolnick and
Ms. Hottier-Fayon. Except as stated herein, the Original Filing shall remain in effect.
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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On August 31, 2018, in connection with Kathryn R.
Scolnicks expanded role as Interim Chief Financial Officer of the Company, the Committee approved (i) a special cash award in the amount of $1,050,000 payable as follows: a) $700,000 as soon as administratively feasible pursuant to a
6-month
clawback, as described below; and b) $350,000 as soon as administratively feasible on or after February 2020, and (ii) a special equity award in the amount of $1,000,000 with a grant date of
September 10, 2018 delivered in the form of restricted share units, one fourth of which will vest each year on the first four anniversaries of the date of grant and subject to all other terms and conditions of the Companys 2012 Equity
Incentive Plan (the 2012 Plan). Should Ms. Scolnicks employment with the Company terminate within six months under any circumstances in which she would not be eligible for receipt of severance benefits in accordance with the
terms of the Fifth Amended and Restated Seagate Technology Executive Severance and Change in Control Plan, then Ms. Scolnick will be required to repay the full amount of the first tranche of the special cash award.
On August 31, 2018, in connection with Geraldine Hottier-Fayons expanded role as Interim Principal Accounting Officer of the
Company, the Committee approved (i) a special cash award in the amount of $100,000 payable as soon as administratively feasible in February 2019, and (ii) a special equity award in the amount of $250,000 with a grant date of
September 10, 2018 delivered in the form of restricted share units, one fourth of which will vest each year on the first four anniversaries of the date of grant and subject to all other terms and conditions of the 2012 Plan.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, hereunto duly authorized.
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SEAGATE TECHNOLOGY PUBLIC LIMITED COMPANY
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By:
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/s/ Katherine E. Schuelke
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Name:
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Katherine E. Schuelke
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Title:
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Senior Vice President, Chief Legal Officer and Company Secretary
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Date: September 7, 2018
Seagate Technology (NASDAQ:STX)
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