Seagate Technology Holdings plc
For the period ended Jul 3, 2026. Filed Sep 8, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jul 3, 2026 · Filed Sep 8, 2026
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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:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
September 8, 2026
Dear Fellow Shareholder:
You are cordially invited to attend the 2026 Annual General Meeting of Shareholders of Seagate Technology Holdings plc, which will be held virtually via live webcast on Saturday, October 24, 2026 at 5:00 p.m. Singapore Standard Time.
You may attend the meeting, vote, and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/STX2026 or via live webcast to be made available at the registered office of the Company at 10 Earlsfort Terrace, Dublin 2, D02 T380, Ireland at 5:00 p.m. Singapore Standard Time (5:00 a.m. Eastern Daylight Time / 10:00 a.m. Irish Time).
Details of the business to be presented at the meeting may be found in the Notice of 2026 Annual General Meeting and the Proxy Statement. We urge you to read the Proxy Statement carefully and use one of the methods of voting described in the Proxy Statement accompanying this letter.
On behalf of the Board of Directors of Seagate Technology Holdings plc, we thank you for your continued support.
Sincerely,
| Dr. William D. Mosley | Michael R. Cannon |
|---|---|
| Chief Executive Officer and Board Chair | Lead Independent Director |
SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY
Notice of 2026 Annual General Meeting of Shareholders
The 2026 Annual General Meeting of Shareholders (the “2026 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 virtually via live webcast on Saturday, October 24, 2026, at 5:00 p.m. Singapore Standard Time. Shareholders of record can attend the 2026 AGM by visiting www.virtualshareholdermeeting.com/STX2026 (the “Website”) or via live webcast to be made available at the registered office of the Company. There is no requirement to register to attend the 2026 AGM. In accordance with the rules and regulations adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to furnish our proxy materials to shareholders by providing access to such materials on the Internet. Accordingly, on our about September 8, 2026, we are sending shareholders a Notice of Internet Availability (the “Notice”) and making this proxy statement available online.
The purposes of the 2026 AGM, which are more completely described in the accompanying Proxy Statement, are:
| General Proposals | Voting Options | Board Recommendations | More Information |
|---|---|---|---|
| Proposal No. 1Election of Directors by way of Separate Resolutions | FOR, AGAINST, or ABSTAIN for each Director Nominee | FOR each Director Nominee | Page 9 |
| Proposal No. 2Advisory Vote on NEO Compensation | FOR, AGAINST, or ABSTAIN | FOR | Page 27 |
| Proposal No. 3Ratification of Appointment of Independent Auditors and Binding Authorization of Audit and Finance Committee to set Remuneration of Independent Auditors | FOR, AGAINST, or ABSTAIN | FOR | Page 62 |
| Irish Law Proposals | |||
| Proposal No. 4Grant the Board authority to allot and issue shares under Irish law | FOR, AGAINST, or ABSTAIN | FOR | Page 65 |
| Proposal No. 5Grant the Board the authority to opt-out of statutory pre-emption rights under Irish law | FOR, AGAINST, or ABSTAIN | FOR | Page 66 |
| Proposal No. 6Determine price range the Company can re-allot shares it acquires as treasury shares under Irish law | FOR, AGAINST, or ABSTAIN | FOR | Page 68 |
| Other | |||
| 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 through 6. The full text of these proposals is set forth in the accompanying Proxy Statement.
Proposals 1 through 4 are ordinary resolutions, requiring the approval of a majority of the votes cast. Proposals 5 and 6 are special resolutions, requiring the approval of at least 75% of the votes cast.
Only shareholders as of the close of business on August 26, 2026 (the “Record Date”) are entitled to receive notice of and vote at the 2026 AGM. If you are a shareholder as of the close of business on the Record Date, you may attend, speak, and vote at the 2026 AGM via the Website, by entering the 16-digit control number included on your notices, proxy cards, or voting instruction forms received with this Notice of 2026 AGM, or via live webcast to be made available at the registered office of the Company, where you will be required to present valid photo identification matching that of a shareholder appearing on the Company’s register as of the close of business on the Record Date and a copy of a share certificate or other evidence of share ownership. Alternatively, 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 for further instructions or deliver to the Company Secretary at our registered office a proxy card in the form mailed to you or in the form set out in section 184 of the Irish Companies Act 2014 (the “Irish Companies Act”). You may submit questions in advance of the 2026 AGM at www.proxyvote.com and may communicate questions during the meeting through the Q&A function to be made available at the meeting.
Please cast your vote by proxy. You may vote by using the Internet, by telephone, during the 2026 AGM, or by 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 23, 2026 (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.
Further instructions on how to attend, vote, and submit questions at the meeting will be posted on the Website.
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 review Seagate’s affairs and will also present Seagate’s Irish statutory financial statements for the fiscal year ended July 3, 2026 (“Fiscal Year 2026” or “FY2026”) and the reports of the directors and statutory auditors thereon. There is no requirement under Irish law that the Irish statutory financial statements be approved by shareholders, and no such approval will be sought at the meeting.
| By order of the Board, | |
| September 8, 2026 | James C. LeeExecutive Vice President, Chief Legal Officer, and Company Secretary |
|---|
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS
FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 24, 2026
We will rely on 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 the Notice instead of a paper copy of our Proxy Statement, including our Irish statutory financial statements for Fiscal Year 2026 and any other appendices thereto, the proxy card, and our Annual Report on Form 10-K for Fiscal Year 2026 (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. The Proxy Materials are first being mailed on or around September 8, 2026 to shareholders as of the close of business on the Record Date.
IF YOU ARE A SHAREHOLDER WHO IS ENTITLED TO ATTEND, SPEAK, AND VOTE AT THE 2026 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 FOR FURTHER INSTRUCTIONS OR DELIVER TO THE COMPANY SECRETARY AT OUR REGISTERED OFFICE A PROXY CARD IN THE FORM MAILED TO YOU OR IN THE FORM SET OUT IN SECTION 184 OF THE IRISH COMPANIES ACT.
Table of Contents
| Proxy Statement Summary | 1 |
|---|---|
| General Information | 5 |
| Proposal 1 - Election of Each of the Nine Director Nominees | 9 |
| Corporate Governance | 17 |
| Compensation of Directors | 24 |
| Proposal 2 - Approve, In an Advisory, Non-Binding Vote, the Compensation of the Company's Named Executive Officers (Say-on-Pay) | 27 |
| Compensation Discussion and Analysis | 28 |
| Executive Summary | 28 |
| Fiscal Year 2026 Company Highlights | 28 |
| Fiscal Year 2026 Executive Compensation Highlights | 29 |
| Fiscal Year 2026 Executive Compensation Practices | 30 |
| Our Executive Compensation Strategy | 30 |
| Our Fiscal Year 2026 Executive Compensation Programs | 31 |
| Say-on-Pay Support | 31 |
| Role of Our Compensation and People Committee | 31 |
| Role of the Compensation Consultant | 32 |
| Role of our CEO and Management in the Compensation Process | 32 |
| Executive Market Comparison Peer Group and Benchmark Philosophy | 33 |
| How We Determine Individual Compensation Amounts for the NEOs | 34 |
| Annual Base Salary | 34 |
| Annual Incentive Plan – Executive Officer Performance Bonus | 35 |
| Long-Term Equity Incentives | 37 |
| Severance and Change in Control Benefits | 41 |
| Benefits and Perquisites | 41 |
| Non-Qualified Deferred Compensation Plan | 42 |
| Other Company Policies and Compensation Considerations | 44 |
| Share Ownership Requirements | 45 |
| Compensation and People Committee Report | 45 |
| Compensation of Named Executive Officers | 46 |
|---|---|
| Summary Compensation Table for Fiscal Year 2026 | 46 |
| All Other Compensation for Fiscal Year 2026 | 47 |
| Grants of Plan-Based Awards Table for Fiscal Year 2026 | 48 |
| Outstanding Equity Awards at 2026 Fiscal Year-End | 49 |
| Option Exercises and Shares Vested for Fiscal Year 2026 | 51 |
| Non-Qualified Deferred Compensation Plans | 51 |
| Potential Payments Upon Qualifying Termination or Change in Control | 52 |
| Chief Executive Officer Pay Ratio | 57 |
| Pay Versus Performance | 57 |
| Proposal 3 - A Non-Binding Ratification of the Appointment of Ernst & Young LLP as the Independent Auditors for the Fiscal Year Ending July 2, 2027 and Binding Authorization of the Audit and Finance Committee to Set Auditors’ Remuneration | 62 |
| Audit and Finance Committee Report | 63 |
| Fees to Independent Auditors | 64 |
| Pre-Approval of Services by Independent Auditors | 64 |
| Proposal 4 - Grant Board Authority to Allot and Issue Shares | 65 |
| Proposal 5 - Grant Board Authority to Opt-out of Statutory Pre-emption Rights | 66 |
| Proposal 6 - Determine the Price Range at which the Company can Re-Allot Shares Held as Treasury Shares | 68 |
| Certain Relationships and Related Transactions | 69 |
| Security Ownership Of Certain Beneficial Owners and Management | 70 |
| Shareholder Proposals and Nominations | 72 |
| Disclosure of Interests | 73 |
| Householding | 74 |
| Appendix A - Director’s Report and Financial Statements For Year Ended July 3, 2026 | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.