Executive Change

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, 2021       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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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. Western Digital Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on November 16, 2021. At the Annual Meeting, as discussed below, the Company’s stockholders approved the Western Digital Corporation 2021 Long-Term Incentive Plan (the “2021 Plan”). A description of the terms and conditions of the 2021 Plan is included in the section entitled “Equity Plan Proposal” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 4, 2021 (the “Proxy Statement”), which section is incorporated herein by reference. Such description is qualified in its entirety by reference to the full text of the 2021 Plan, which is filed as Exhibit 10.1 hereto 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. 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      211,965,081        8,614,148        281,280        41,308,082   Dr. Thomas H. Caulfield      218,621,643        1,957,203        281,663        41,308,082   Martin I. Cole      207,001,201        13,563,738        295,570        41,308,082   Tunç Doluca      214,561,713        5,985,650        313,146        41,308,082   David V. Goeckeler      219,141,897        1,476,261        242,351        41,308,082   Matthew E. Massengill      202,673,812        10,874,770        7,311,927        41,308,082   Paula A. Price      208,484,711        12,099,548        276,250        41,308,082   Stephanie A. Streeter      194,063,163        26,516,218        281,128        41,308,082   Miyuki Suzuki      218,605,477        1,982,643        272,389        41,308,082   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 181,386,320   38,780,778   693,411   41,308,082 Approval of the 2021 Plan. As described in more detail in Item 5.02 above, the stockholders approved the 2021 Plan. The voting results were as follows:   For   Against   Abstain   Broker Non-Votes 196,493,231   23,897,240   470,038   41,308,082 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 2022. The voting results were as follows:   For   Against   Abstain 239,825,447   21,981,918   361,226   2 Item 9.01 Financial Statements and Exhibits. (d)    Exhibits   Exhibit No.    Description 10.1    Western Digital Corporation 2021 Long-Term Incentive Plan, adopted as of August 18, 2021 104    Cover Page Interactive Data File (embedded with the Inline XBRL document)   3 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, 2021       Michael C. Ray       Executive Vice President, Chief Legal Officer and Secretary