8-K
Western Digital Corporation
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WESTERN DIGITAL CORP false 0000106040 0000106040 2022-11-16 2022-11-16

 

 

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 16, 2022

 

 

 

LOGO

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
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, $.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 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


Proposal 3. 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

191,110,609   30,448,467   510,478   42,102,198

Proposal 4. Approval of the ESPP. As described in more detail in Item 5.02 above, the stockholders approved the ESPP. The voting results were as follows:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

220,029,573   1,790,889   249,092   42,102,198

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 2023. The voting results were as follows:

 

For

 

Against

 

Abstain

243,386,068   20,507,300   278,384

 

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 25, 2022
10.2    Western Digital Corporation Amended and Restated 2005 Employee Stock Purchase Plan, amended and restated as of August 25, 2022
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 18, 2022       Michael C. Ray
     

Executive Vice President, Chief Legal Officer

and Secretary