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): November 15, 2023
WESTERN DIGITAL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 001-08703 | 33-0956711 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
5601 Great Oaks Parkway San Jose, California | 95119 | |
(Address of Principal Executive Offices) | (Zip Code) |
(408) 717-6000
(Registrant’s Telephone Number, Including Area Code)
Not applicable
(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):
☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading | Name of each exchange on which registered | ||
Common Stock, $0.01 Par Value Per Share | WDC | The Nasdaq Stock Market LLC | ||
(Nasdaq Global Select Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
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 15, 2023. 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 2.35 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 5, 2023 (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 22, 2023.
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.
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 nine 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 | 240,239,311 | 2,840,778 | 468,589 | 40,782,332 | ||||
Thomas Caulfield | 233,118,567 | 9,923,351 | 506,760 | 40,782,332 | ||||
Martin I. Cole | 237,422,958 | 5,642,402 | 483,318 | 40,782,332 | ||||
Tunç Doluca | 237,858,753 | 5,190,197 | 499,728 | 40,782,332 | ||||
David V. Goeckeler | 239,637,056 | 3,568,150 | 343,472 | 40,782,332 | ||||
Matthew E. Massengill | 231,924,094 | 11,180,097 | 444,487 | 40,782,332 | ||||
Reed B. Rayman | 235,308,069 | 7,758,000 | 482,609 | 40,782,332 | ||||
Stephanie A. Streeter | 230,365,752 | 12,689,263 | 493,663 | 40,782,332 | ||||
Miyuki Suzuki | 234,349,605 | 8,697,806 | 501,267 | 40,782,332 |
Proposal 2. Advisory Vote on Named Executive Officer Compensation. The stockholders approved, 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 | |||
225,501,573 | 17,444,703 | 602,402 | 40,782,332 |
Proposal 3. Advisory Vote on Frequency of Future Advisory Votes on Named Executive Officer Compensation. The stockholders voted to approve, on an advisory basis, holding future advisory votes on named executive officer compensation every year. The voting results were as follows:
One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||
236,886,411 | 141,127 | 5,997,913 | 523,227 | 40,782,332 |
Based on the results of the advisory vote, and in accordance with the previous recommendation of the Company’s Board of Directors, the Company will hold a nonbinding, advisory vote on the compensation of its named executive officers annually until the next required vote on the frequency of stockholder votes on executive compensation.
Proposal 4. Approval of the Equity Plan. As described in more detail in Item 5.02 above, the stockholders approved the Equity Plan. The voting results were as follows:
For | Against | Abstain | Broker Non-Votes | |||
227,650,488 | 15,594,850 | 303,340 | 40,782,332 |
Proposal 5. Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2024. The voting results were as follows:
For | Against | Abstain | ||
268,543,170 | 14,394,197 | 1,393,643 |
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit No. | Description | |
10.1 | Western Digital Corporation Amended and Restated 2021 Long-Term Incentive Plan, amended and restated as of August 22, 2023 | |
104 | Cover Page Interactive Data File (embedded with the Inline XBRL document) |
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, hereunto duly authorized.
Western Digital Corporation | ||||||
(Registrant) | ||||||
By: | /s/ Michael C. Ray | |||||
Date: November 17, 2023 | Michael C. Ray | |||||
Executive Vice President, Chief Legal Officer and Secretary |