Current Report Filing (8-k)
November 07 2018 - 4:33PM
Edgar (US Regulatory)
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 7, 2018
Western Digital Corporation
(Exact Name of Registrant as Specified in its Charter)
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Delaware
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001-08703
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33-0956711
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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5601 Great Oaks Parkway
San Jose, California
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95119
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(Address of Principal Executive Offices)
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(Zip Code)
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(408) 717-6000
(Registrants 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):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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Amended and Restated 2017 Performance Incentive Plan
The Board of Directors (the Board) of Western Digital Corporation (the Company) previously adopted an amendment and
restatement of the Western Digital Corporation 2017 Performance Incentive Plan (the 2017 Plan), subject to approval by the Companys stockholders. As disclosed in Item 5.07 of this Form
8-K,
the Companys stockholders approved the 2017 Plan on November 7, 2018. Among other things, the 2017 Plan reflects amendments to:
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(i)
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increase the number of shares of the Companys common stock available for award grants under the 2017 Plan
by 6,000,000 shares, from 80,602,114 shares to a new maximum aggregate limit of 86,602,114 shares;
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(ii)
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increase the number of shares of the Companys common stock that may be delivered under the 2017 Plan
pursuant to stock options qualified as incentive stock options under the Internal Revenue Code by an additional 6,000,000 shares, from 79,837,248 shares to a new aggregate incentive stock option limit of 85,837,248 shares. These stock option awards
count against, and are not in addition to, the aggregate share limit of 86,602,114 shares referenced in (i) above;
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(iii)
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remove, as to future award grants, the limits on performance-based awards intended to satisfy the requirements
for deductibility of compensation under Section 162(m) of the Internal Revenue Code, as the Tax Cuts and Jobs Act of 2017 removed the performance-based compensation deductibility exception under Section 162(m); and
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(iv)
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provide that shares that are reacquired or withheld by the Company on or after November 7, 2018 as full or
partial payment in connection with certain full value awards (i.e., awards other than stock options and stock appreciation rights), as well as shares reacquired or withheld by the Company on or after November 7, 2018 to satisfy the
tax withholding obligations related to full value awards, will not count against the share limit of the 2017 Plan and will be available for new award grants under the 2017 Plan.
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The foregoing summary of the 2017 Plan is qualified in its entirety by reference to the text of the 2017 Plan, which is filed as Exhibit 10.1
hereto and incorporated herein by reference.
Amended and Restated 2005 Employee Stock Purchase Plan
The Board previously adopted an amendment and restatement of the Western Digital Corporation Amended and Restated 2005 Employee Stock Purchase
Plan (the ESPP), subject to approval by the Companys stockholders. As disclosed in Item 5.07 of this Form
8-K,
the Companys stockholders approved the ESPP on November 7, 2018.
Among other things, the ESPP reflects amendments to increase the number of shares of the Companys common stock authorized for issuance under the ESPP by 10,000,000 shares, from 27,000,000 shares to a new maximum aggregate limit of 37,000,000
shares.
The foregoing summary of the ESPP is qualified in its entirety by reference to the text of the ESPP, which is filed as Exhibit
10.2 hereto and incorporated herein by reference.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The annual meeting of stockholders of the Company was held on November 7, 2018. Results of the voting at the annual meeting of
stockholders are set forth below.
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Election of Directors
. The stockholders elected the following nine directors to hold
office until the next annual meeting of stockholders and until their successors are duly elected and qualified. The voting results were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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Martin I. Cole
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211,943,503
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2,890,516
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294,693
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42,203,107
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Kathleen A. Cote
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208,065,637
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6,774,434
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288,641
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42,203,107
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Henry T. DeNero
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207,451,077
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7,377,919
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299,716
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42,203,107
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Tunç Doluca
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212,857,435
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1,975,155
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296,122
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42,203,107
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Michael D. Lambert
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207,783,294
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7,048,402
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297,016
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42,203,107
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Len. J. Lauer
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207,379,837
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7,453,429
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295,446
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42,203,107
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Matthew E. Massengill
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208,499,697
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6,324,813
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304,202
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42,203,107
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Stephen D. Milligan
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210,881,916
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3,978,592
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268,204
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42,203,107
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Paula A. Price
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212,938,085
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1,902,656
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287,971
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42,203,107
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Advisory Vote on Named Executive Officer Compensation.
The stockholders approved, on an advisory basis,
the named executive officer compensation described in the Companys definitive proxy statement for the annual meeting of stockholders filed with the Securities and Exchange Commission on September 28, 2018. The voting results were as
follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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188,788,867
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25,307,241
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1,032,604
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42,203,107
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Approval of the 2017 Plan.
As described in more detail above, the stockholders approved the 2017 Plan.
The voting results were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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190,444,914
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24,351,073
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332,725
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42,203,107
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Approval of the ESPP.
As described in more detail above, the stockholders approved the ESPP. The voting
results were as follows:
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For
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Against
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Abstain
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Broker
Non-Votes
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211,511,958
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3,348,461
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268,293
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42,203,107
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Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm.
The
stockholders ratified the appointment of KPMG LLP as the Companys independent registered public accounting firm for the fiscal year ending June 28, 2019. The voting results were as follows:
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For
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Against
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Abstain
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248,263,087
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8,613,745
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454,987
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Item 9.01
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Financial Statements and Exhibits.
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(d) The following exhibits are filed as a part of this report.
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, thereunto duly authorized.
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Western Digital Corporation
(Registrant)
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Date: November 7, 2018
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By:
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/s/ Michael C. Ray
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Michael C. Ray
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Executive Vice President, Chief Legal Officer
and Secretary
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