Seagate Technology Holdings shareholders approved all six proposals at the company’s October 24 annual meeting. The votes returned all nine directors for another term and approved executive compensation, the auditor appointment and several share-related authorities for the board.
The share resolutions give the board flexibility to issue shares and reallot shares held in treasury. They authorize possible actions; the meeting results do not report that Seagate has issued or reallotted any shares.
- All nine directors were re-elected through the 2027 annual meeting. Votes for and against each nominee were:
- Mark W. Adams: 148,227,445 for; 20,048,410 against.
- Pratik (“Prat”) S. Bhatt: 160,258,701 for; 8,133,293 against.
- Richard L. Clemmer: 160,787,920 for; 7,700,174 against.
- Yolanda L. Conyers: 167,713,998 for; 773,847 against.
- Jay L. Geldmacher: 153,476,260 for; 15,020,409 against.
- Dylan G. Haggart: 165,814,433 for; 2,678,633 against.
- William D. Mosley: 160,394,778 for; 7,558,274 against.
- Thomas A. Szlosek: 156,066,158 for; 12,421,471 against.
-
Stephanie Tilenius: 164,545,476 for; 3,937,001 against.
Adams received the most votes against, followed by Geldmacher. Each director also had 21,148,836 broker non-votes. -
Executive pay received advisory approval. The compensation resolution passed with 156,593,303 votes for, 11,606,397 against and 562,782 abstentions.
-
Ernst & Young was approved as auditor for the fiscal year ending July 2, 2027. Shareholders also authorized the Audit and Finance Committee to set the auditor’s remuneration. The combined proposal received 174,523,877 votes for and 15,105,545 against, with 281,896 abstentions.
-
The board received authority to allot and issue shares. The proposal passed with 184,735,812 votes for, 4,787,440 against and 388,066 abstentions.
-
Shareholders approved authority to disapply statutory pre-emption rights. This can allow the company to issue shares without first offering them proportionally to existing shareholders, within the authority granted. The vote was 157,227,867 for, 11,188,355 against and 346,260 abstentions.
-
The board can set a price range for reallotting treasury shares. The resolution passed with 188,219,909 votes for, 982,872 against and 708,537 abstentions. The reported results do not specify the approved price range.
What changes: The share votes give Seagate’s board authorization and flexibility around future share issuance and the reallotment of treasury shares; they are not announcements of an immediate share sale. The pre-emption resolution also permits issuance without a prior proportional offer to existing shareholders, which means such an issuance could dilute their ownership.