Seagate Technology Holdings plc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

Seagate Technology

Holdings Public Limited Company

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

September 3, 2024

Dear Fellow Shareholder:

You are cordially invited to attend the 2024 Annual General Meeting of Shareholders of Seagate Technology Holdings plc, which will be held on Saturday, October 19, 2024 at 5:00 p.m. Singapore Standard Time at the Seagate Singapore Design Center, The Shugart, 26 Ayer Rajah Crescent, Singapore 139944.

We are also offering the opportunity to virtually join the 2024 Annual General Meeting via live webcast over the internet at 5:00 p.m. Singapore Standard Time (5:00 a.m. Eastern Daylight Time). You may virtually join the 2024 Annual General Meeting and vote and submit your questions during the meeting by visiting www.virtualshareholdermeeting.com/STX2024.

Details of the business to be presented at the meeting may be found in the Notice of 2024 Annual General Meeting of Shareholders and the Proxy Statement accompanying this letter. We urge you to read the Proxy Statement carefully and use one of the methods of voting described in the Proxy Statement to ensure that your shares will be voted at the 2024 Annual General Meeting.

On behalf of the Board of Directors of Seagate Technology Holdings plc, we thank you for your continued support.

Sincerely,

SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY

Notice of 2024 Annual General Meeting of Shareholders

The 2024 Annual General Meeting of Shareholders (the “2024 AGM”) of Seagate Technology Holdings plc (“Seagate” or the “Company”), a company incorporated under the laws of Ireland with its registered office at 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland, and its principal executive offices at 121 Woodlands Avenue 5, Singapore, 739009, will be held on Saturday, October 19, 2024, at 5:00 p.m. Singapore Standard Time, at the Seagate Singapore Design Center, The Shugart, 26 Ayer Rajah Crescent, Singapore 139944. We are also offering you the opportunity to join the 2024 AGM virtually via live webcast over the internet. Those participating virtually can join, vote, and submit questions via the internet during the 2024 AGM by accessing www.virtualshareholdermeeting.com/STX2024.

The purposes of the 2024 AGM, which are more completely described in the accompanying Proxy Statement, are:

General Proposals:

1. By separate resolutions, to elect as directors the following individuals, all of whom, with the exception of Mr. Mark W. Adams, are incumbent directors who shall retire in accordance with the Company’s Constitution and, being eligible, offer themselves for election (the “Director Nominees”):

Robert A. Bruggeworth will retire as a director at the end of the 2024 AGM and will not stand for re-election.

2. Approve, in an advisory, non-binding vote, the compensation of the Company’s named executive officers (“Say-on-Pay”).

3. Ratify, in a non-binding vote, the appointment of Ernst & Young LLP as the independent auditors of the Company for the fiscal year ending June 27, 2025 (“fiscal year 2025”), and authorize, in a binding vote, the Audit and Finance Committee (“Audit and Finance Committee”) of the Company’s Board of Directors (the “Board”) to set the auditors’ remuneration.

Irish Law Proposals:

4. Determine the price range at which the Company can re-allot shares that it acquires as treasury shares under Irish law.

Other:

5. Conduct such other business properly brought before the meeting.

The Board recommends that you vote “FOR” each Director Nominee included in Proposal 1 and “FOR” each of Proposals 2, 3, and 4. The full text of these proposals is set forth in the accompanying Proxy Statement.

Proposals 1, 2, and 3 are ordinary resolutions, requiring the approval of a simple majority of the votes cast at the meeting. Proposal 4 is a special resolution, requiring the approval of at least 75% of the votes cast at the meeting.

Only shareholders as of the close of business on August 23, 2024 (the “Record Date”) are entitled to receive notice of and vote at the 2024 AGM. If you are a shareholder as of the close of business on the Record Date, you may attend, speak, and vote at the 2024 AGM or you may appoint a proxy or proxies to attend, speak, and vote on your behalf. A proxy need not be a shareholder. If you wish to appoint as proxy any person other than the individuals specified on the proxy card, please contact the Company Secretary at our registered office or deliver to the Company Secretary a proxy card in the form set out in section 184 of the Irish Companies Act 2014 (the “Irish Companies Act”); please also note your nominated proxy must attend the 2024 AGM in Singapore in person in order for your votes to be cast.

Please cast your vote by proxy whether or not you plan to attend the meeting or join virtually. You may vote by proxy by using the Internet, by telephone, or completing, signing, and returning your proxy card by mail by no later than 11:59 a.m. Eastern Daylight Time (11:59 p.m. Singapore Standard Time) on October 18, 2024 (or, if you are a beneficial owner, such earlier time as your bank, broker-dealer, brokerage firm, or nominee may require). Instructions on how to submit your proxy are set forth in the accompanying Proxy Statement.

If you have any questions about the meeting or require assistance, please call Georgeson LLC, our proxy solicitor, at +1 781 575 2137 or at + 1 800 891 3214 (toll-free within the United States).

During the meeting, management will present Seagate’s Irish statutory financial statements for the fiscal year ended June 28, 2024 (“fiscal year 2024” or “FY2024”) and the reports of the directors and auditors thereon. The Company will not be providing a general business update during the 2024 AGM.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS

FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON OCTOBER 19, 2024

We will rely on the U.S. Securities and Exchange Commission (the “SEC”) rule that allows companies to furnish proxy materials over the Internet instead of mailing printed copies of those materials to each shareholder. As a result, we are sending our shareholders a Notice of Internet Availability of Proxy Materials (the “Notice”) instead of a paper copy of our Proxy Statement, including our Irish statutory financial statements for fiscal year 2024 and any other appendices thereto, the proxy card, and our Annual Report on Form 10-K for fiscal year 2024 (collectively, the “Proxy Materials”). The Notice also contains instructions on how to request a paper or email copy of the Proxy Materials. If you have previously elected to receive our Proxy Materials electronically, you will continue to receive these materials via email unless you elect otherwise. A full printed set of our Proxy Materials will be mailed to you automatically only if you have previously made a permanent election to receive our Proxy Materials in printed form.

IF YOU ARE A SHAREHOLDER WHO IS ENTITLED TO ATTEND, SPEAK, AND VOTE AT THE 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS, THEN YOU ARE ENTITLED TO APPOINT A PROXY OR PROXIES TO ATTEND, SPEAK, AND VOTE ON YOUR BEHALF. A PROXY NEED NOT BE A SHAREHOLDER. IF YOU WISH TO APPOINT AS PROXY ANY PERSON OTHER THAN THE INDIVIDUALS SPECIFIED ON THE PROXY CARD, PLEASE CONTACT THE COMPANY SECRETARY AT OUR REGISTERED OFFICE OR DELIVER TO THE COMPANY SECRETARY A PROXY CARD IN THE FORM SET OUT IN SECTION 184 OF THE IRISH COMPANIES ACT. PLEASE ALSO NOTE THAT YOUR NOMINATED PROXY MUST ATTEND THE 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS IN PERSON IN ORDER FOR YOUR VOTES TO BE CAST.

Table of Contents