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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) May 19, 1994
WESTERN DIGITAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 1-8703 95-2647125
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
8105 Irvine Center Drive, Irvine, California 92718
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (714) 932-5000
N/A
(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS.
At a Board of Directors meeting held on May 19, 1994,
the Board of Directors of the Registrant approved the
following amendment to the Company's bylaws:
Section 2.10 of the bylaws has been amended to read
in its entirety as follows:
SECTION 2.10 STOCKHOLDER PROPOSALS
AND NOMINATIONS.
(a) At an annual meeting of
stockholders, only such business shall be conducted,
and only such proposals shall be acted upon, as shall
have been brought before the annual meeting by or at
the direction of a majority of the directors or by
any stockholder of the Corporation who complies with
the notice procedures set forth in this Section
2.10(a). For a proposal to be properly brought
before an annual meeting by a stockholder, the
stockholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be
timely, a stockholder's notice must be delivered to,
or mailed and received at, the principal executive
offices of the corporation not less than 60 days nor
more than 120 days prior to the scheduled annual
meeting, regardless of any postponements, deferrals
or adjournments of that meeting to a later date;
provided, however, that if less than 70 days' notice
or prior public disclosure of the date of the
scheduled annual meeting is given or made, notice by
the stockholder, to be timely, must be so delivered
or received not later than the close of business on
the tenth day following the earlier of the day on
which such notice of the date of the scheduled annual
meeting was mailed or the day on which such public
disclosure was made. A stockholder's notice to the
Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual
meeting (i) a brief description of the proposal
desired to be brought before the annual meeting and
the reasons for conducting such business at the
annual meeting, (ii) the name and address, as they
appear on the Corporation's books, of the stockholder
proposing such business and any other stockholders
known by such stockholder to be supporting such
proposal, (iii) the class and number of shares of the
Corporation's stock which are beneficially owned by
the stockholder on the date of such stockholder
notice and by any other stockholders known by such
stockholder to be supporting such proposal on the
date of such stockholder notice, and (iv) any
financial interest of the stockholder in such
proposal. The presiding officer of the annual
meeting shall determine and declare at the annual
meeting whether the stockholder proposal was made in
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accordance with the terms of this Section 2.10(a).
If the presiding officer determines that a
stockholder proposal was not made in accordance with
the terms of this Section 2.10(a), he or she shall so
declare at the annual meeting and any such proposal
shall not be acted upon at the annual meeting. This
provision shall not prevent the consideration and
approval or disapproval at the annual meeting of
reports of officers, directors and committees of the
Board of Directors, but, in connection with such
reports, no new business shall be acted upon at such
annual meeting unless stated, filed and received as
herein provided.
(b) Subject to the rights, if any,
of the holders of shares of Preferred Stock then
outstanding, only persons who are nominated in
accordance with the following procedures shall be
eligible for election as directors. Nominations of
persons for election to the Board of Directors of the
Corporation may be made at a meeting of stockholders
by or at the direction of the Board of Directors, by
any nominating committee or person appointed by the
Board of Directors or by any stockholder of the
Corporation entitled to vote for the election of
directors at the meeting who complies with the notice
procedures set forth in this Section 2.10(b). Such
nominations, other than those made by or at the
direction of the Board of Directors, shall be made
pursuant to timely notice in writing to the Secretary
of the Corporation. To be timely, a stockholder's
notice must be delivered to, or mailed and received
at, the principal executive offices of the
Corporation not less than 60 days nor more than 120
days prior to the scheduled annual meeting,
regardless of any postponements, deferrals or
adjournments of that meeting to a later date;
provided, however, that if less than 70 days' notice
or prior public disclosure of the date of the
scheduled annual meeting is given or made, notice by
the stockholder, to be timely, must be so delivered
or received not later than the close of business on
the tenth day following the earlier of the day on
which such notice of the date of the scheduled annual
meeting was mailed or the day on which such public
disclosure was made. A stockholder's notice to the
Secretary shall set forth (i) as to each person whom
the stockholder proposes to nominate for election or
re-election as a director, (A) the name, age,
business address and residence address of the person,
(B) the principal occupation or employment of the
person, (C) the class and number of shares of capital
stock of the Corporation which are beneficially owned
by the person and (D) any other information relating
to the person that is required to be disclosed in
solicitations for proxies for election of directors
pursuant to applicable rules and regulations of the
Securities and Exchange Commission promulgated under
the Securities Exchange Act of 1934, as amended; and
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(ii) as to the stockholder giving the notice (A) the
name and address, as they appear on the Corporation's
books, of the stockholder and (B) the class and
number of shares of the Corporation's stock which are
beneficially owned by the stockholder on the date of
such stockholder notice. The Corporation may require
any proposed nominee to furnish such other
information as may reasonably be required by the
Corporation to determine the eligibility of such
proposed nominee to serve as director of the
Corporation. The presiding officer of the annual
meeting shall determine and declare at the annual
meeting whether the nomination was made in accordance
with the terms of this Section 2.10(b). If the
presiding officer determines that a nomination was
not made in accordance with the terms of this Section
2.10(b), he or she shall so declare at the annual
meeting and any such defective nomination shall be
disregarded.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(c) Exhibits.
Exhibit Description
3.2.1. Bylaws
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SIGNATURES
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
Date: July 18, 1994 By: ROBERT L. ERICKSON
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Robert L. Erickson
Vice President, Law
and Secretary
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EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Description Page
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3.2.1. Bylaws