| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Amended and Restated 2021 Long-Term Incentive Plan
Western Digital Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on November 16, 2022. At the Annual Meeting, as discussed below, the Company’s stockholders approved the amendment and restatement of the Western Digital Corporation 2021 Long-Term Incentive Plan (as amended and restated, the “Equity Plan”) to increase shares available for issuance under the Equity Plan by 2.75 million shares as described in the section entitled “Equity Plan Proposal” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 3, 2022 (the “Proxy Statement”), which section is incorporated herein by reference. The Equity Plan had been previously approved, subject to stockholder approval, by the Board of Directors of the Company on August 25, 2022.
The foregoing description and the description incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the Equity Plan, a copy of which is filed as Exhibit 10.1 to this report and incorporated herein by reference.
Amended and Restated 2005 Employee Stock Purchase Plan
In addition, at the Annual Meeting, as discussed below, the Company’s stockholders approved the amendment and restatement of the Western Digital Corporation Amended and Restated 2005 Employee Stock Purchase Plan (as amended and restated, the “ESPP”) to increase shares available for issuance under the ESPP by 6 million shares as described in the section entitled “ESPP Proposal” in the Proxy Statement, which section is incorporated herein by reference. The ESPP had been previously approved, subject to stockholder approval, by the Board of Directors of the Company on August 25, 2022.
The foregoing description and the description incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the ESPP, a copy of which is filed as Exhibit 10.2 to this report and incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Results of the voting at the Annual Meeting are set forth below.
Proposal 1. Election of Directors. The stockholders elected the following eight directors to hold office until the next annual meeting of stockholders and until their respective successors are duly elected and qualified. The voting results were as follows:
| | | | | | | | |
| | | For | | Against | | Abstain | | Broker Non-Votes |
Kimberly E. Alexy | | 214,325,166 | | 7,454,307 | | 290,081 | | 42,102,198 |
Thomas Caulfield | | 210,910,145 | | 10,841,293 | | 318,116 | | 42,102,198 |
Martin I. Cole | | 178,557,410 | | 43,181,124 | | 331,020 | | 42,102,198 |
Tunç Doluca | | 187,695,744 | | 34,057,260 | | 316,550 | | 42,102,198 |
David V. Goeckeler | | 219,021,603 | | 2,851,911 | | 196,040 | | 42,102,198 |
Matthew E. Massengill | | 205,190,712 | | 16,621,454 | | 257,388 | | 42,102,198 |
Stephanie A. Streeter | | 182,010,673 | | 39,781,102 | | 277,779 | | 42,102,198 |
Miyuki Suzuki | | 215,451,848 | | 6,327,957 | | 289,749 | | 42,102,198 |
Proposal 2. Advisory Vote on Named Executive Officer Compensation. The stockholders did not approve, on an advisory basis, the named executive officer compensation described in the Proxy Statement. The voting results were as follows:
| | | | | | |
For | | Against | | Abstain | | Broker Non-Votes |
| 27,323,273 | | 194,048,988 | | 697,293 | | 42,102,198 |
