Western Digital Corporation
Extract: Charter Amendment (Plain English Desc) from a 8-K on 05/14/2024   Download
SEC Document
SEC Filing

Western Digital Corporation (the “Company” or “WDC”) held a special meeting of stockholders (the “Special Meeting”) on May 10, 2024. At the Special Meeting, as further described in Item 5.07 below, holders of the Company’s common stock (“Common Stockholders”) and holders of the Company’s Series A Convertible Perpetual Preferred Stock (“Series A Preferred Stockholders,” and together with the Common Stockholders, the “Stockholders”) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Company Charter”) to increase the number of authorized shares of common stock, par value $0.01 per share, from 450,000,000 shares to 750,000,000 shares (the “Authorized Shares Amendment”), as further described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 29, 2024, and as previously approved by the Board of the Directors of the Company (the “Board”). The Stockholders and the Board also approved an amendment to the Company Charter to provide for the elimination of certain officers’ personal liability for monetary damages stemming from breaches of the duty of care as permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “Company Exculpation Amendment” and, together with the Authorized Shares Amendment, the “WDC Charter Amendments”).

A Certificate of Amendment to the Company Charter effecting the WDC Charter Amendments was filed with the Secretary of State of the State of Delaware and became effective on May 13, 2024.