Item 5.02 - Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(i) On March 19, 2021 (the "Effective Date"), the Board of Directors (the
"Board") of Seagate Technology plc ("Seagate") appointed Shankar Arumugavelu to
serve as a director of Seagate. Mr. Arumugavelu has also been appointed to serve
on the audit and finance committee of the Board. Mr. Arumugavelu 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. Arumugavelu 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. Arumugavelu, 49, currently serves as Senior Vice President and Global Chief
Information Officer of Verizon Communications Inc. Mr. Arumugavelu has served in
various positions during his 23 years with Verizon.
Mr. Arumugavelu holds a master's in Computer Science from the University of
South Florida and a bachelor's in Electrical and Electronics Engineering from
Anna University.
Mr. Arumugavelu 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. Arumugavelu will receive $15,000 per annum
for service on the audit and finance committee.
In connection with the appointment, Seagate and Mr. Arumugavelu will enter into
a deed of indemnity, the form of which was filed with the SEC on July 29, 2010,
as Exhibit 10.1 to Seagate's Current Report on Form 8-K dated July 27, 2010.
There are no arrangements or understandings pursuant to which Mr. Arumugavelu
was selected as a director. Mr. Arumugavelu 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 Shankar
Arumugavelu is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
99.1 Press release, dated March 22, 2021, of Seagate Technology plc
entitled "Seagate Appoints Shankar Arumugavelu to the Board of
Directors"
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
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