8-KLeadership ChangesOther EventsExhibits & Filings

WESTERN DIGITAL CORP 8-K Report, Executive Changes (Nov 16, 2009)

Filed November 16, 2009For Securities:WDC

Summary

This 8-K filing from Western Digital Corporation (WDC) on November 16, 2009, primarily reports on the outcome of their annual stockholder meeting held on November 11, 2009. The most significant event for investors is the shareholder approval of the amended and restated 2004 Performance Incentive Plan. This approval allows for an increase in the number of shares available for awards, an extension of the plan's duration for performance-based compensation, and the approval of specific performance criteria. The filing also details the election of ten directors to the Board and the ratification of KPMG LLP as the independent registered public accounting firm for the upcoming fiscal year. While these are standard corporate governance matters, the approval of the incentive plan has direct implications for equity-based compensation and potential future dilution for shareholders.

Key Highlights

  • 1Shareholders approved the amended and restated 2004 Performance Incentive Plan.
  • 2The approved plan increases the number of shares available for awards by 14,500,000.
  • 3The plan's authority to grant performance-based compensation is extended through the 2014 annual meeting.
  • 4Specific performance criteria for performance-based awards under the plan have been approved.
  • 5Ten directors were elected to the Board of Directors.
  • 6KPMG LLP was ratified as the independent registered public accounting firm for fiscal year 2010.

Frequently Asked Questions

The primary purpose of the amended plan is to provide Western Digital with continued flexibility in offering equity-based incentives to its officers, employees, directors, and certain consultants. It allows for an increase in the number of shares available for awards, extends the duration for granting performance-based compensation, and confirms the performance criteria to be used for such awards.

The increase of 14,500,000 shares means that more company stock can be issued as part of compensation (e.g., stock options, restricted stock). This could lead to increased potential dilution for existing shareholders over time, as more shares enter circulation.

Extending the period through the 2014 annual meeting allows the company to continue using performance-based compensation as a strategic tool to align executive and employee interests with long-term company performance and shareholder value creation. It provides a consistent framework for incentive design over several years.

No significant changes were indicated. The filing reports the election of ten directors, and the voting results show overwhelming support for all nominated directors, suggesting continuity in board leadership.