| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amended and Restated 2017 Performance Incentive Plan
The Board of Directors (the “Board”) of Western Digital Corporation (the “Company”) previously adopted an amendment and restatement of the Western Digital Corporation 2017 Performance Incentive Plan (the “2017 Plan”), subject to approval by the Company’s stockholders. As disclosed in Item 5.07 of this Form8-K, the Company’s stockholders approved the 2017 Plan on November 7, 2018. Among other things, the 2017 Plan reflects amendments to:
| | (i) | increase the number of shares of the Company’s common stock available for award grants under the 2017 Plan by 6,000,000 shares, from 80,602,114 shares to a new maximum aggregate limit of 86,602,114 shares; |
| | (ii) | increase the number of shares of the Company’s common stock that may be delivered under the 2017 Plan pursuant to stock options qualified as incentive stock options under the Internal Revenue Code by an additional 6,000,000 shares, from 79,837,248 shares to a new aggregate incentive stock option limit of 85,837,248 shares. These stock option awards count against, and are not in addition to, the aggregate share limit of 86,602,114 shares referenced in (i) above; |
| | (iii) | remove, as to future award grants, the limits on performance-based awards intended to satisfy the requirements for deductibility of compensation under Section 162(m) of the Internal Revenue Code, as the Tax Cuts and Jobs Act of 2017 removed the performance-based compensation deductibility exception under Section 162(m); and |
| | (iv) | provide that shares that are reacquired or withheld by the Company on or after November 7, 2018 as full or partial payment in connection with certain “full value awards” (i.e., awards other than stock options and stock appreciation rights), as well as shares reacquired or withheld by the Company on or after November 7, 2018 to satisfy the tax withholding obligations related to full value awards, will not count against the share limit of the 2017 Plan and will be available for new award grants under the 2017 Plan. |
The foregoing summary of the 2017 Plan is qualified in its entirety by reference to the text of the 2017 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Amended and Restated 2005 Employee Stock Purchase Plan
The Board previously adopted an amendment and restatement of the Western Digital Corporation Amended and Restated 2005 Employee Stock Purchase Plan (the “ESPP”), subject to approval by the Company’s stockholders. As disclosed in Item 5.07 of this Form8-K, the Company’s stockholders approved the ESPP on November 7, 2018. Among other things, the ESPP reflects amendments to increase the number of shares of the Company’s common stock authorized for issuance under the ESPP by 10,000,000 shares, from 27,000,000 shares to a new maximum aggregate limit of 37,000,000 shares.
The foregoing summary of the ESPP is qualified in its entirety by reference to the text of the ESPP, which is filed as Exhibit 10.2 hereto and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The annual meeting of stockholders of the Company was held on November 7, 2018. Results of the voting at the annual meeting of stockholders are set forth below.
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