- Current report filing (8-K)
29 Ottobre 2009 - 11:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 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):
October 26, 2009
SEAGATE
TECHNOLOGY
(Exact Name of
Registrant as Specified in its Charter)
Cayman
Islands
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001-31560
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98-0355609
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification Number)
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P.O. Box
309, Ugland House,
Grand
Cayman KY1-1104, Cayman Islands
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NA
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(Address of Principal Executive Office)
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(Zip Code)
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Registrants telephone number, including area
code:
(345) 949-8066
NA
(Former Name or
Former Address, if Changed Since Last Report)
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):
o
Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02
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Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
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On October 26, 2009, the Compensation Committee of the Board of
Directors (the Compensation Committee) revised the funding targets to be used
for calculating annual bonus awards to each of the executive officers of
Seagate Technology (Seagate or the Company) for fiscal year 2010 under
Seagates Executive Officer Performance Bonus Plan (EPB). As part of the Companys management of
overall operating expenses, the Compensation Committee revised downward the
funding of the EPB from the levels originally approved by the Compensation
Committee on July 29, 2009 and disclosed on the Companys Form 8-K
filed on July 31, 2009.
Specifically, the maximum funding level under the EPB for fiscal year
2010 is approximately 135% (reduced from 200%) of the target funding
level. Additionally, the overall
reduction in funding levels will result in a reduction of approximately 50% of
bonus funding with respect to the previously disclosed target bonus levels for
the Companys senior executive officers (Stephen J. Luczo, Patrick OMalley,
Robert W. Whitmore, William D. Mosley and D. Kurt Richarz), who were included
as the Named Executive Officers in the Companys fiscal year 2009 proxy
statement.
Item 7.01
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Regulation FD Disclosure.
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On October 28, 2009, at the Companys 2009
Annual General Meeting of Shareholders, the Companys shareholders approved an
increase in the common shares available for purchase under Seagate Technologys
Employee Stock Purchase Plan in the amount of 10 million shares.
In
addition, in light of the recent increase in the Companys share price since
the announcement of a proposed employee stock option exchange program (the
Exchange Program) and other considerations, the Company decided not to move
forward with the Exchange Program at this time, and the Exchange Program proposal
accordingly was not submitted for shareholder approval.
The
information contained in this Item 7.01 is furnished but not filed for
purposes of Section 18 of the Securities Exchange Act of 1934, as amended. The
information contained in this Item 7.01 shall not be incorporated by reference
into any registration statement or other document filed with the Securities and
Exchange Commission, whether made before or after the date hereof, regardless
of any general incorporation language in such filing, except as shall be
expressly set forth by specific reference in such filing.
2
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, thereto duly authorized.
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SEAGATE
TECHNOLOGY
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By:
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/s/
Kenneth M. Massaroni
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Name:
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Kenneth
M. Massaroni
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Title:
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Senior
Vice President & General Counsel
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Date:
October 28, 2009
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