Seagate Technology Holdings plc0001137789false00011377892025-08-232025-08-23
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 23, 2025
SEAGATE TECHNOLOGY HOLDINGS PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
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001-31560 |
98-1597419 |
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| 121 Woodlands Avenue 5 |
739009 |
| Singapore |
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Registrant’s telephone number, including area code: (65) 6018-2562
N/A
(Former name or former address, if changed since last report)
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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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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)) |
Securities registered pursuant to Section 12(b) of the Act:
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| Ordinary Shares, par value $0.00001 per share |
STX |
The NASDAQ Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 23, 2025 (the “Effective Date”), the Board of Directors (the “Board”) of Seagate Technology Holdings plc (“Seagate”) appointed Thomas (Tom) Szlosek to serve as a director of Seagate. Mr. Szlosek has also been appointed to serve on the audit and finance committee of the Board. Mr. Szlosek was appointed upon the recommendation of the nominating and corporate governance committee and has been determined by the Board to be an independent director under the listing rules of the Nasdaq Stock Market. Mr. Szlosek will serve until Seagate’s next annual general meeting of shareholders (the “AGM”) when he is expected to stand for election by a vote of Seagate’s shareholders.
Mr. Szlosek will participate in the non-employee director compensation arrangements generally applicable to all Seagate non-employee directors. Under the terms of those arrangements as currently in effect, he will receive, among other things: (i) an annual cash retainer of $100,000 for service on the Board, and (ii) an initial restricted share unit grant equal in number to $275,000 divided by the average closing share price for the quarter prior to the grant and rounded to the nearest whole share, provided, however, that the initial grant shall be prorated on the basis of the number of days between the Effective Date and the AGM. In addition, Mr. Szlosek will receive $15,000 per annum for service on the audit and finance committee.
In connection with the appointment, Seagate and Mr. Szlosek will enter into an indemnification agreement and deed of indemnity, the forms of which were filed with the SEC on (i) October 25, 2024, as Exhibit 10.1 to Seagate's 10-Q dated October 25, 2024, and (ii) January 24, 2025, as Exhibit 10.1 to Seagate's 10-Q dated January 24, 2025, respectively.
There are no arrangements or understandings pursuant to which Mr. Szlosek was selected as a director. Mr. Szlosek does not have a direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
A copy of Seagate’s press release announcing the appointment of Thomas Szlosek is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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 HOLDINGS PUBLIC LIMITED COMPANY |
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| Date: |
August 26, 2025 |
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/s/ James C. Lee |
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Name: |
James C. Lee |
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Title: |
Executive Vice President, Chief Legal Officer, and Company Secretary |
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EX-99.1
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szlosekbodappointmentpre.htm
EX-99.1
szlosekbodappointmentpre
Seagate Internal Investor Relations Contact: Shanye Hudson, (510) 661-1600 shanye.hudson@seagate.com Media Contact: Karin Taylor, (408) 772-8279 karin.h.taylor@seagate.com SEAGATE APPOINTS THOMAS SZLOSEK TO THE BOARD OF DIRECTORS SINGAPORE – August 26, 2025 - Seagate Technology Holdings plc (NASDAQ: STX) (the “Company” or “Seagate”), a leading innovator of mass-capacity data storage, announced today that Thomas (Tom) Szlosek has been appointed to the company’s Board of Directors, and to serve on the Audit and Finance Committee of the Board, effective August 23, 2025. “I am excited to welcome Tom to Seagate’s Board of Directors,” said Mike Cannon, Seagate’s Board Chair. “Tom’s deep financial expertise and broad operational experience across multiple Fortune 500 companies spanning a diverse set of industries make him a strong addition to our Board.” Mr. Szlosek brings over 30 years of global financial leadership experience across the technology, manufacturing, consumer and service industries. Since August 2023, he has served as Executive Vice President and Chief Financial Officer of AutoNation, Inc., one of the largest automotive retailers in the United States. Previously, Mr. Szlosek held the roles of EVP and CFO at Avantor Inc., a global provider of products and services addressing the life sciences and advanced technology industries, as well as Senior Vice President and CFO at Honeywell International. During his tenure at Honeywell, Mr. Szlosek spent over a decade in various leadership positions with increasing responsibilities. Earlier in his career, he held multiple senior finance roles at General Electric and began his professional journey in audit with Price Waterhouse Coopers. Mr. Szlosek currently serves on the board of RXO Inc., a provider of brokered transportation solutions and has previously served on the board of Janus International Group. Mr. Szlosek is a Certified Public Accountant and holds a bachelor’s degree in Accounting from the State University of New York at Geneseo. About Seagate Seagate Technology is a leading innovator of mass-capacity data storage. We create breakthrough technology so you can confidently store your data and easily unlock its value. Founded over 45 years ago, Seagate has shipped over four billion terabytes of data capacity and offers a full portfolio of storage devices, systems, and services from edge to cloud. To learn more about how Seagate leads storage innovation, visit www.seagate.com and our blog, or follow us on X, Facebook, LinkedIn, and YouTube. © 2025 Seagate Technology LLC. All rights reserved. Seagate, Seagate Technology, and the Spiral logo are registered trademarks of Seagate Technology LLC in the United States and/or other countries.