Executive Change · Shareholder Vote

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 Symbol(s)   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