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Seagate Technology Safe Harbour Statement

Seagate presentations may include predictions,estimates or other information that might be considered forward looking.

Corporate Governance

Seagate is committed to maintaining the highest ethical and legal standards throughout its business operations. The Company strives to be forward thinking. Our board of directors is committed to governance procedures that will enable Seagate to be a responsible corporate citizen, including adoption of the Seagate Code of Business Conduct and Ethics.

Seagate Technology Corporate Governance: Board Structure and Committees

Seagate Technology's Board of Directors has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Finance Committee. Each committee has the authority to, as it deems appropriate, independently engage outside legal, accounting or other advisors or consultants.


 

  • Audit Committee

    Kristen M. Onken, Chair
    Bill Coleman
    Mei-Wei Cheng
    Gregorio Reyes
    C.S. Park

  • Compensation Committee

    Edward J. Zander, Chair
    Frank J. Biondi, Jr
    Jay Geldmacher
    Lydia M. Marshall

  • Nominating and Corporate Governance Committee

    Lydia M. Marshall, Chair
    C.S. Park
    Michael R. Cannon
    Bill Coleman

  • Finance Committee

    Frank J. Biondi, Jr, Chair
    Michael R. Cannon
    Gregorio Reyes
    Mei-Wei Cheng
    Kristen M. Onken

Committee Charters

The current charters of the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Finance Committee are available below. Please click the link to read the full charter


Audit Committee Charter

Compensation Committee Charter

Nominating and Corporate Governance Committee Charter

Finance Committee Charter

Seagate Technology plc Code of Ethics

Introduction
This Code of Ethics applies to each of the directors, officers and employees of Seagate Technology plc and its subsidiaries (the “Company”). The purpose of this Code of Ethics is to promote honest and ethical conduct and compliance with the law, as related to the maintenance of the Company’s financial books and records and the preparation of its financial statements. The obligations of this Code of Ethics supplement, but do not replace, the Company’s other policies applicable to directors, officers and employees.

Pursuant to this Code of Ethics, you are expected to:
 

  1. Engage in and promote ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships, and to disclose to the Company’s General Counsel any material transaction or relationship that could reasonably be expected to give rise to such a conflict.
  2. Carry out your responsibilities honestly, in good faith and with integrity, due care and diligence, exercising the best independent judgement at all times.
  3. Assist in the production of full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, all applicable regulatory bodies, including the US Securities and Exchange Commission, and in other public communications made by the Company.
  4. Comply with applicable government laws, rules and regulations of national and local governments and other appropriate regulatory agencies.
  5. Report promptly, either openly, confidentially or anonymously, to the Audit Committee of the Company’s Board of Directors or the General Counsel (i) any questionable accounting, internal accounting controls or auditing matters; (ii) non-compliance with applicable legal and regulatory requirements or this Code of Ethics; or (iii) retaliation against employees and other persons who, in good faith, make allegations regarding the matters in this Section 5(i) or (ii), in each case through any avenue available, including:
    1. in writing to the General Counsel, c/o Seagate Technology, 10200 South De Anza Boulevard, Cupertino, CA 95014-3029 USA or by email to ethics@seagate.com;
    2. in writing to the Chair of the Audit Committee, c/o Seagate Technology, 10200 South De Anza Boulevard, Cupertino, CA 95014-3029 USA; or
    3. by calling the Seagate’s Ethics Helpline, +1 800 968 4925, or using the Seagate Ethics Helpline website, https://seagate.alertline.com/, both of which are available 24 hours a day.

    The reports should be factual rather than speculative or conclusive, and should contain as much specific information as possible to allow for proper assessment. In addition, the reports should contain sufficient corroborating information to support the commencement of an investigation, including, for example, the names of individuals suspected of violations, the relevant facts of the violations, how the person became aware of the violations, any steps previously taken by the person who may be harmed or affected by the violations, and, to the extent possible, an estimate of the misreporting or losses to the Company as a result of the violations.
  6. Never take, directly or indirectly, any action to coerce, manipulate, mislead or fraudulently influence the Company’s independent auditors in the performance of their audit or review of the Company’s financial statements.
  7. Be accountable for adherence to this Code of Ethics, both on your own behalf and on by other directors, officers and employees of the Company.

Any waiver of any of the provisions of this Code of Ethics for directors or executive officers (including the Company’s Chief Executive Officer, Chief Financial Officer, principal accounting officer or controller or persons performing similar functions) may be made only by the Company’s Board of Directors. Any such waiver shall be promptly disclosed in accordance with applicable rules and regulations (including Nasdaq Marketplace Rules).

The Company will take all necessary actions to enforce this Code of Ethics, up to and including immediate dismissal. Violations of this Code of Ethics may also constitute violations of law which may expose both you and the Company to criminal and civil penalties.

If you have any questions about how this Code of Ethics should be applied in a particular situation, you should contact promptly the Company’s General Counsel or one of the members of the Legal Department listed below. In addition, directors, officers and employees of the Company should review the Company’s other policies applicable to them.

Kenneth M. Massaroni, Executive Vice President, General Counsel & Chief Administrative Officer and Company Secretary
Location: Cupertino, California USA
Tel: +1 (408) 658 1280
Email: kenneth.m.massaroni@seagate.com

Regan J. MacPherson, Deputy General Counsel
Location: Cupertino, California USA
Tel: +1 (408) 658 1275
Email: regan.j.macpherson@seagate.com

Eric R. Pesik, Associate General Counsel, Asia
Location: Singapore, Singapore
Tel: +65 648 54321
Email: eric.r.pesik@seagate.com

JinGang (Edward) Wu, Contracts Manager, China
Location: Suzhou, China
Tel: +86 512 62735072
Email: edward.wu@seagate.com

David Hasson, EMEA
Location: Dublin, Ireland
Tel: 353-1-234-3139
Email: david.hasson@seagate.com

Effective 26 April 2012

Seagate Technology Work Environment: Corporate Values


Where is Seagate headed? How will we get there? What role do employees play in helping the Company meet its goals?

Seagate’s Corporate Values -- People, Customer Success, Excellence, Innovation, Teamwork, Openness, Social Responsibility and Sustained Profitability -- focus on our long-term perspective for leadership and prosperity. These values should inspire us to a level of excellence that maximises value for customers, business partners and shareholders, while supporting our employees and the communities in which our employees live and work. These values are intended to be a foundation to guide our decisions. They are reflected in our business objectives and they represent the global standard against which all our individual and collective actions will be measured.

People

People are our competitive advantage. Successful individuals are the driving force behind a successful enterprise. Attracting, retaining and motivating the best people will position Seagate at the forefront of the industry.

To maintain this edge our employees must:

  • Always look for ways to make a positive impact
  • Encourage respect and compassion for one another
  • Embrace diversity
  • Be responsible and accountable for every aspect of our work
  • Hire exceptional people; provide them with challenges and nurture growth
Customer Success

Customer success leads to our success. We will provide maximum leverage to our customers through value-added products, services and support.

To create customer success we must:

  • Listen to and understand proactively the needs of our external and internal customers
  • Provide timely and cost-effective products and services to our customers
  • Make it easy to work with Seagate
  • Make the service and support we provide one of our primary differentiators
Excellence

The pursuit of excellence is not a destination, it is a journey.

To achieve this we must:

  • Accept the challenge of ownership
  • Ensure quality in every aspect of our work
  • Take pride in our work, products and vision
  • Accept that change is inevitable and that adaptability determines future success
Innovation

We are advocates and instruments of positive change. Being innovative builds competitive advantage and creates new opportunities.

We therefore:

  • Celebrate creativity and open-minded thinking
  • Encourage and support responsible risk taking
  • Build on our successes and learn from our failures
Teamwork

Teams are the catalysts for our ideas and actions. Every team member has the power to influence the group. We treat this power as a privilege and a responsibility. Teamwork is the foundation of an effective, successful, fun environment in which the whole is greater than the sum of the parts.

Team members need to:

  • Focus on achieving the team goals
  • Support initiatives, implement decisions and share the successes of completion
  • Look for ways to contribute, learn and support
  • Leverage the abilities of all team members
  • Energise and inspire each other
  • Foster an atmosphere of honesty, forthrightness and utmost integrity
Openness

Openness facilitates informed decisions, understanding and trust. Sharing information across the organisation facilitates our common goals.

We all need to:

  • Speak up confidently
  • Share knowledge and ideas
  • Acknowledge contributions for their merits, regardless of their source
  • Recognise and support whoever owns the final decision
  • Give our managers, colleagues and subordinates constructive feedback
  • Listen to contributions from others
Sustainable Profitability

Our business is based on a balanced perspective between short- and long-term vision. We aim to grow the company, to increase our earnings and to enhance our corporate environment through profitable investments.

Our goals are to:

  • Build a successful business model that encompasses the needs of our customers, our shareholders and our employees
  • Provide a dynamic and responsive organisation that ensures a rapid response to opportunity and competition
  • Invest in a balanced portfolio of short-, medium- and long-term business opportunities of measured risk
Social Responsibility

We encourage involvement both inside and outside Seagate.

Our objectives are to:

  • Foster a healthy balance between our professional endeavours, family lives, communities and environment
  • Promote positive contributions to our communities

Ethics Helpline


 

Seagate Ethics Helpline
1-800-968-4925

24 hours a day/7 days a week

Report via the WEB at: https://seagate.alertline.com (available languages: English, Chinese, Korean, Malay and Thai).


 

Seagate’s Corporate Values reflect our longstanding commitment to the highest standards of ethical behaviour.

Upholding our values and maintaining our integrity is everyone’s responsibility at Seagate. Speak up if you are aware of an illegal or unethical situation in the workplace. Talk to your supervisor or HR representative immediately. Or call the toll-free Ethics Helpline to report any of the following violations:

  • Any violation of the law, including theft or fraud
  • Falsification of documents
  • Insider trading
  • Conflicts of interest
  • Violations of Seagate Code of Ethics

The Helpline is always available and always confidential. Do not wait to make the right call.

From outside the United States, use AT&T Direct Access Numbers to establish a US connection, then dial 1-800-968-4925.

SEAGATE TECHNOLOGY PLC: Corporate Governance Guidelines

The Board of Directors (the “Board”) of Seagate Technology plc (the “Company”) has adopted the following guidelines to clarify how it exercises its responsibilities. Additionally, these guidelines demonstrate that the Board has the necessary authority and practices in place to review and evaluate the Company’s business operations as appropriate and to make decisions that are independent of the Company’s management.

These guidelines, along with the charters of the committees of the Board, describe the Board’s framework for the governance of the Company. The Board will continue to assess the appropriateness and efficacy of these guidelines, which are subject to change as the Board deems appropriate in the best interests of the Company or as required by applicable laws and regulations. The Nominating and Corporate Governance Committee reviews these guidelines periodically and recommends changes to the Board as appropriate.

Jump to the following sections:

Board Overview
Board Composition/Membership Criteria
Board Responsibilities
. Directors with Significant Job Changes
Committees of the Board
Board and Committee Operations
Board Compensation Programme
 

 I. Board Overview The Board, elected by shareholders, directs and oversees the management of the business and affairs of the Company in a manner consistent with the best interests of the Company and its shareholders. In this oversight role, the Board serves as the ultimate decision-making body of the Company, except for those matters reserved for the shareholders. The Board selects and oversees the members of senior management, who are charged by the Board with conducting the business of the Company. Both the Board and management recognise that the long–term interests of the Company are advanced by addressing responsibly the concerns of other constituencies, including employees, customers, suppliers and the communities in which the Company operates.

 II. Board Composition/Membership Criteria The following describes how the Company determines the size of its Board and membership criteria.

A. Board Size and Independence Consistent with the Company’s Articles of Association, the number of Directors which constitutes the whole Board may be not less than two, nor, subject to the shareholders increasing or reducing the upper limit, more than 12, with the actual number determined by resolution of the Board. The Company’s shareholders elect each of the directors annually for a one–year term. Directors may also be appointed by the Board between shareholder meetings.

The Board believes that as a matter of good corporate governance, and consistent with applicable laws, rules and regulations, the Board should consist of at least a majority of independent directors, and in no event will the Board consist of less than a majority of independent directors. A director qualifies as independent for purposes of service on the Board and its committees if the Board has determined that the director meets the definition of “independent director” in the listing standards of the NASDAQ Marketplace Rules (“NASDAQ”). The NASDAQ independence definition includes a series of objective tests, such as, the director is not an employee of the Company or any parent or subsidiary of the Company, and has not engaged in various types of business dealings with the Company between shareholder meetings. The Board is also responsible for determining affirmatively, for each independent director, that no relationship exists which, in the opinion of the Board, would interfere with the exercise of independent judgement in carrying out the responsibilities of a director.

 

B. Board Membership Criteria The Nominating and Governance Committee is responsible for reviewing the qualifications of potential director candidates and recommending to the Board those candidates to be nominated for election to the Board. The Nominating and Governance Committee will consider candidates’ professional experience, recognised achievement in his or her respective field and the willingness to make the required commitment of time and effort. Each director candidate should possess good judgment, strength of character and an independent mind. Each director must also possess a reputation for integrity and personal and professional ethics. The Board has not established term limits. While term limits offer some advantages, the Board believes that any benefit is outweighed by the disadvantage of losing experienced directors who have developed valuable insight into the Company, its operations, strategies, plans and potential. As an alternative to term limits, the Nominating and Corporate Governance Committee reviews the qualifications and contributions of directors in considering whether they should be nominated for re–election to the Board and makes recommendations to the Board regarding whether they should stand for re–election by the shareholders. Shareholders may also nominate directors for election at the Company’s annual general meeting, and the Nominating and Governance Committee will consider these nominations. In addition, under Irish law, shareholders holding not less than 10% of the voting rights may call a shareholder meeting for the purpose of, among other things, considering director nominations.

 C. Board Leadership
 

Chairman of the Board The Board believes that the offices of Chairman and CEO should be held by separate persons, to aid in the oversight of management, unless it is in the best interests of the Company that the same person holds both offices.

 Lead Independent Director If the Chairman of the Board is not an independent director, the Nominating and Corporate Governance Committee shall nominate, and the independent directors shall elect, a Lead Independent Director from the Company’s independent directors at their first executive session after each annual meeting of the shareholders. The Lead Independent Director co-ordinates the activities of the other non-management directors, presides over meetings of the Board at which the Chairman of the Board is not present and over each executive session, serves as liaison between the Chairman of the Board and the independent directors, approves meeting schedules and agendas for the Board, has authority to call meetings of the independent directors, and is available for consultation and direct communication if requested by major shareholders. Service as Lead Independent Director will rotate as the Board deems appropriate.

D. Service by Directors on other Boards and other Audit Committees. 

Other Public Company Boards: Directors are required to inform the Chairman of the Nominating and Corporate Governance Committee prior to joining the board of another public company, so that any potential conflicts or other issues are carefully considered. Directors are limited to service on four (4) public company boards, in addition to service on the Company’s Board, unless specific approval is obtained from the Board of Directors. Additionally, no member of the Audit Committee may serve on the audit committee of more than three (3) public companies (including the Company) unless the Board of Directors determines that this simultaneous service would not impair the ability of the member to effectively serve on the Committee. The Nominating and Corporate Governance Committee will consider specifically the impact on a director’s ability to discharge his or her duties to the Company and advise the Board. The Company expects all directors to devote sufficient time and effort to their duties as a Company Board member. This factor is considered in the individual director evaluation process.

Service by the CEO on other Boards: Our CEO is limited to service on one public company board, in addition to service on the Company’s Board. The CEO is required to advise the Nominating and Corporate Governance Committee prior to accepting an invitation to serve on the board of another public company. The CEO may not serve on the board of a company at which a director of the Company serves as an officer.

 III. Board Responsibilities Shareholders elect the Board to oversee management and to see that the interests of the shareholders are being served. Specifically, the Board performs several valuable functions described below.

A. Review and Approve the Company’s Strategic Direction, Annual Operating Plan and Major Corporate Actions The Board and the senior management team discuss and, where appropriate, the Board approves major long-term strategies, financial and other objectives and plans, and major corporate actions. The Board reviews and approves an operating plan for the Company and is also expected to review significant political, regulatory and economic trends and developments that may have an impact on the Company.


 

B. Monitor the Company’s Performance The Board monitors the Company’s performance against its operating plan and against the performance of its peers. On a periodic basis, the Board reviews the Company’s financial performance with a particular focus on peer and competitive comparisons. These reviews include the views of management, as well as those of key investors and securities analysts.

C. Evaluate the Performance of the Company and the CEO The CEO meets with the Nominating and Corporate Governance Committee periodically to discuss the overall performance and direction of the Company.

The non-managerial directors periodically meet separately to evaluate the Company’s direction and performance and to discuss the individual performance and compensation of the CEO, following an evaluation by the Compensation Committee. The results of this evaluation are provided to the CEO.

D. Review and Approve CEO and Senior Management Succession Planning The Board understands the importance of orderly succession planning within the Company. In executive session, the Board, directly and through its Committees, performs an annual assessment of the CEO’s and senior managements’ succession planning and the development plans in place to prepare potential successors. The Board also evaluates the contingency plans for interim succession for the CEO and CFO in the event of an unexpected occurrence.

E. Advise and Counsel Management Advice and counsel to management occurs both through formal Board and Board committee meetings and through informal, individual directors’ contacts with the CEO and other members of the management team at various levels throughout the Company.

F. Oversee Ethical and Legal Compliance The Board, directly and through its Committees, oversees ethical and legal compliance by seeing that the processes are in place for maintaining integrity throughout the Company – including the integrity of the financial statements and the integrity of compliance with laws and ethics and with the Company’s Code of Ethics.

G. Loyalty and Ethics In their roles as directors, all directors owe fiduciary duties to the Company, including a duty to act in the best interest of the Company. The Company has adopted a Code of Ethics and directors are expected to adhere to the Code of Ethics.

H. Oversee Risk Management The Board, directly and through its Committees, oversees the Company’s enterprise risk management processes and programmes, including those for financial and operational risks, assesses risks facing the Company, reviews strategies for risk mitigation and reviews, at biannually, the steps the Company’s management is taking or has taken to monitor and control risk within risk appetite guidelines.

 IV. Directors Who Change Their Present Job Responsibility. Any director whose affiliation(s) or position of principal employment changes substantially after election to the Board will be expected to submit an offer of resignation as Director to the Nominating and Corporate Governance Committee for its consideration. The Nominating and Corporate Governance Committee will review with the Board the effects of this change upon the interests of the Company, and recommend to the Board whether to accept the resignation. Directors who are also Seagate employees are expected to offer their resignation from the board at the same time they leave active employment with the Company, which shall be subject to acceptance by the Board.

  V. Committees of the BoardThe Board oversees all decisions of major importance to the Company. To assist it in governing issues in greater depth, the Board has established four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee and the Finance Committee. Members of the Audit, Compensation, Nominating and Corporate Governance and Finance Committees must meet the independence standards set forth in the NASDAQ Marketplace Rules, as determined by the Board. Additionally, members of the Audit Committee must meet the heightened standards of independence applicable to audit committee members under SEC and NASDAQ rules. Each committee reports to the Board. The Board may add or disband additional committees from time to time, as it deems advisable, for purposes of fulfilling its primary responsibilities.

The Board also considers periodic rotation of committee members and chairs, taking into account the benefits of continuity and experience, and applicable legal, regulatory and stock exchange listing requirements. A director may serve on more than one committee.

Additionally, each committee periodically conducts a review and evaluation of the performance of such committee and its members, including the committee’s compliance with its charter. The Company publishes the committee charters on its website.

 VI. Board and Committee Operations

A. Board Meetings and Director Attendance The Company’s Board meets at least four times per year in regularly scheduled meetings, but meets more often if necessary. The Chairman of the Board presides over meetings of the Board, if present, or in his/her absence, the role is taken on by the Lead Independent Director. Each director is expected to attend both scheduled and special meetings, except if unusual circumstances make attendance impractical. Directors are also expected to make an effort to attend the annual general meeting.

B. Strategic Planning Periodically, the Board conducts a meeting with senior management to review the Company’s strategic plan, goals and objectives.

C. Board Meeting Agendas The Chairman establishes a preliminary agenda for each Board meeting. Any director may request items to be included on the agenda. The Lead Independent Director approves the final draft agenda prior to each quarterly Board meeting.

While the Board believes that a carefully planned agenda is important for effective Board meetings, the agenda is flexible enough to accommodate new developments. Ample time is scheduled at each Board meeting for full discussion of important matters. Agendas, in addition to including financial and operating reports, also include other reports, such as current issues that could affect the Company’s short–term and/or long–term strategy and business, critical measures and comparisons and other types of presentations that could enhance a director’s perspective on various matters. Management presentations are scheduled to permit a substantial portion of Board meeting time to be available for discussion and comments.

D. Executive Sessions To promote free and open discussion and communication among the independent directors, the Board reserves time at each regular Board meeting for the independent directors to meet in executive sessions without management present. If the Chairman of the Board is not an independent director, the Lead Independent Director chairs executive sessions.

E. Information Flow to the Board Board members receive agendas and other information in advance of Board meetings so that they have an opportunity to prepare for discussion of the items at the meeting, unless timing considerations or the sensitive nature of an issue require that materials be presented only at the Board meeting. Each director is expected to review this information in advance of the meeting to facilitate the efficient use of meeting time. In preparing this information, management strives to ensure that the materials distributed are as concise as possible yet give directors sufficient information to make informed decisions. Management will make appropriate personnel available to answer any questions a director may have about any aspect of the Company’s business.

Information provided to the Board comes from a variety of sources, including management reports, a comparison of performance to operating and financial plans, reports on the Company’s stock performance and operations prepared by third parties, and articles from various business publications.

As appropriate, significant items requiring Board approval may be reviewed in one or more meetings and voted on in subsequent meetings, with the intervening time being used for clarification and discussion of relevant issues.

F. Regular Attendance of Non-Directors at Board Meetings Company senior executives report to the Board on their respective areas of responsibility as requested by the Board. At times, other Company personnel are asked to make specific presentations to the Board.

G. New Director Orientation The Company’s new directors are required to attend an orientation session, which includes receiving and reviewing extensive materials relative to the Company's business and operations including, but not limited to, financial statements and corporate structure and governance. Incumbent directors are invited to attend such orientation meetings. To familiarise themselves with the Company’s manufacturing processes, new directors are encouraged to visit a Company design centre and manufacturing facility, as reasonably practicable and within a reasonable amount of time after joining the Board. The Company reimburses new director orientation travel expenses.

H. Ongoing Director Education The Company is supportive of its directors attending outside director education programmes, and will, upon authorisation from the Chairman of the Nominating and Corporate Governance Committee, reimburse directors for their reasonable expenses relating to attendance at appropriate outside director education programmes.

I. Evaluations The Board, through the Nominating and Corporate Governance Committee and the Compensation Committee, oversees the process for the evaluation of the Board and the CEO on an annual basis. Each Board committee conducts a periodic self-evaluation, and the responses are reviewed with the Nominating and Corporate Governance Committee and the Board. The Nominating and Corporate Governance Committee also periodically considers the mix of skills and experience that directors bring to the Board and assesses whether the Board has the necessary tools to perform its oversight function effectively.

J. Other Committee Qualifications The qualifications of individual committee members are reviewed annually for compliance with the regulatory requirements mandated for the members of each particular committee. The Nominating and Corporate Governance Committee recommends the members of the committees to the Board.

K. Committee Agendas The committee secretary, in consultation with the committee chairman, prepares committee agendas. Annual recurring events for each committee are circulated each year and used as preliminary agenda items. All committee members are free to include additional items on an agenda.

L. Outside Advisers and Access to Management The Board and its committees have the right, at any time, to retain outside financial, legal, accounting or other advisers or consultants at the Company’s expense to assist in their duties to the Company and its shareholders. Board members also have free access to all members of management and employees of the Company, as necessary and appropriate.

M. Communications with Directors The Annual General Meeting provides an annual opportunity for the shareholders to ask questions of, or otherwise communicate directly with, members of the Board on matters relevant to the Company. In addition, shareholders and other interested parties may communicate with any or all of our directors, including the Lead Independent Director and/or the non–managerial or independent directors as a group, by transmitting correspondence by mail or by facsimile as follows:

Board of Directors (or named Director)
c/o Corporate Secretary
Seagate Technology PLC
38/39 Fitzwilliam Square
Dublin 2 Ireland
Fax: + 353 (0) 1 661 2040


The Corporate Secretary shall transmit communications as soon as practicable to the identified director addressee(s), unless there are legal or other considerations that mitigate against further transmission of the communication, as determined by the Corporate Secretary. In that regard, certain items that are unrelated to the duties and responsibilities of the Board will not be forwarded by the Corporate Secretary, such as:

  • business solicitations or advertisements;
  • junk mail and mass mailings;
  • new product suggestions;
  • product complaints;
  • product enquiries;
  • CVs and other forms of job enquiries;
  • spam; and
  • surveys.


In addition, material that is unduly hostile, threatening, illegal or similarly unsuitable will be excluded, with the provision that the Board or individual directors so addressed are advised of any communication withheld for legal or other considerations as soon as practicable.

N. Reporting of Concerns Regarding Accounting, Internal Controls or Auditing Matters The Audit Committee has procedures in place to receive, retain and treat complaints received regarding accounting, internal accounting controls or auditing matters and to allow for the confidential and anonymous submission by anyone of concerns regarding questionable accounting or auditing matters. These procedures, including the contact information for the Ethics Helpline may be found on the Company’s website at http://www.seagate.com/about/investors/, under the “Ethics Helpline” tab.


 

 VII. Board Compensation Programme The Company attempts to maintain a fair and straightforward compensation programme at Board level, which is designed to be competitive with the compensation programmes of comparable companies.

A. Director Compensation

The Company’s Compensation Committee recommends and administers the policies that govern the level and form of director compensation, with oversight from the independent directors.

The Company’s Compensation Committee believes that a substantial portion of the total director compensation package should be in the form of Company common shares and share equivalents, in order to better align the interests of the Company's directors with the long–term interests of its shareholders.

B. Share Ownership

The Board encourages directors to own Company shares. The Company may establish a policy requiring ownership by directors of a specific number of shares.

As amended by the Board of Directors on October 22, 2013.

Financial Information and Events

Seagate is the worldwide leader in hard disc drives and storage solutions. Here you can find detailed Seagate financial information and news, as well as archives of events.

Seagate Technology Financial Information

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Frequently Asked Questions

  • When did Seagate's acquisition of Maxtor close? Close

    A: 19 May 2006

  • What was the closing price of Maxtor (MXO) on 19 May 2006? Close

    A: US$9.27

  • As a holder of Maxtor common stock, what will I receive in the merger? Close

    A: Under the terms of the merger agreement, Maxtor shareholders will receive a tax-free exchange of 0.37 shares of Seagate common stock for each share of Maxtor common stock.

  • What do I need to do in order to exchange my Maxtor stock for Seagate stock? Close

    A: The process of exchanging Maxtor shares for Seagate shares depends on the manner in which you hold your Maxtor shares.

    Holders of Maxtor Stock Certificates:

    If you hold physical certificates representing shares of Maxtor stock, you will receive a letter of transmittal from Computershare, the exchange agent for the Seagate/Maxtor acquisition. The transmittal letter will detail the procedures for Maxtor stock holders to exchange their certificates for Seagate common stock certificates and to exchange any fractional share for cash.

    Please allow approximately two to three weeks from the close date (19 May 2006) to receive your Letter of Transmittal. If you believe that Maxtor and its transfer agent do not have your current address, you have not received a Letter of Transmittal or need an additional Letter of Transmittal, please contact Computershare at +1 (303) 262 0600 or toll free (within the USA) at 800 962 4284 to request a new Letter of Transmittal.

    Please note that if you hold shares through a bank or broker you will NOT receive a Letter of Transmittal and do not need to complete a Letter of Transmittal.

    Holders through banks or brokers ("street name"):

    If you hold shares through a bank or broker, your bank or broker will handle the conversion of your shares. It is expected that the conversion will take from 5-10 days from the close of the transaction. You do not need to take any action. Please note that some banks or brokers may compute the cash in lieu of fractional shares slightly differently. Please note that if you hold shares through a bank or broker you will NOT receive a Letter of Transmittal and do not need to complete a Letter of Transmittal.

  • What are the tax consequences relative to the exchange of my shares? Close

    A: This is an all-stock transaction that does not trigger a taxable event under US tax laws.

  • With the merger now complete, what will happen to the Maxtor 2.375% and the 6.8% convertible senior notes? Close

    A: The Maxtor senior convertible notes, both the 2.375% due 2012 and the 6.8% due 2010, will remain outstanding and convertible at the option of the note holders, subject to their terms and conditions. For the 2.375% due 2012, the notes will be convertible into approximately 56.65029 shares of Seagate for each US$1,000 of principal amount of these notes. For the 6.8% due 2010, the notes will be convertible into approximately 30.17329 shares of Seagate for each US$1,000 of principal amount of these notes.

  • What was Maxtor's CUSIP Number? Close

    A: The CUSIP number for MXO common stock was 577729.

  • When did the Maxtor/Quantum HDD merger become effective? Close

    A: 2 April 2001.

  • What did Quantum HDD shareholders receive in the merger? Close

    A: Quantum HDD shareholders received 1.52 shares of Maxtor stock for each share of Quantum HDD that they held.

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