SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. 1)
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SeagateTechnology public limited company
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AMENDMENT NO. 1 TO PROXY STATEMENT
FOR THE ANNUAL GENERAL MEETING OF SHAREHOLDERS
TO BE HELD ON OCTOBER 29, 2019
Thisis Amendment No. 1 (this Amendment) to the definitive proxy statement on Schedule 14A (the Proxy Statement) filed by Seagate Technology public limited company (the Company) with the U.S. Securities andExchange Commission (the SEC) on September 10, 2019, for use at the Companys Annual General Meeting of Shareholders on October 29, 2019. This Amendment is filed solely to make the clarification noted below and no otherchanges have been made.
Following the filing and mailing of the Proxy Statement, the Company identified that the Equity Compensation Plan Informationtable on page 88 of the Proxy Statement did not include a description of how the share numbers set forth in the table were calculated. This description was included in Proposal 4 regarding the amendment of the Amended and Restated Seagate Technologyplc 2012 Equity Incentive Plan where similar information is set forth. The Company wishes to clarify that the calculation of the share numbers set forth in the table on page 88 of the Proxy Statement is on the same basis as the calculation inProposal 4. Accordingly, the disclosure provided in footnotes 1 and 3 of the Equity Compensation Plan Information table as set forth on page 88, is amended and restated in its entirety to read as follows:
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth information concerning the Companys equity compensation plans as of June 28, 2019.
|Number of Securities|
to be Issued upon
Exercise Price of
Warrants and Rights
|Number of Securities|
for Future Issuance
Equity compensation plans approved by shareholders
Equity compensation plans not approved by shareholders
Represents 3,459,356 ordinary shares that were subject to issuance upon the exercise of share options grantedunder the EIP (calculated using a 1:1 share counting rule as described on page 69 of Proposal 4 Approve Our Amended and Restated 2012 Equity Incentive Plan).
This value is calculated based on the exercise price of options outstanding under the EIP.
Represents 19,685,004 ordinary shares available for future issuance under the EIP (calculated using a 2.5:1share counting rule as described on page 69 of Proposal 4 Approve Our Amended and Restated 2012 Equity Incentive Plan. The total ordinary shares available for future issuance under the EIP calculated using a 1:1 share countingrule amounts to 49,212,510.).
This Amendment is being filed with the SEC and is being made available to shareholders on October 11,2019. Only shareholders of record as of the close of business on September 3, 2019 are entitled to receive notice of and to vote at the Annual General Meeting of Shareholders.
This Amendment should be read in conjunction with the Proxy Statement. Except as described in this Amendment, all information provided in the Proxy Statementremains unchanged. To the extent that information in this Amendment differs from or updates information contained in the Proxy Statement, the information in this Amendment is more current. Defined terms used but not defined in this Amendment havethe meanings set forth in the Proxy Statement.