8-KShareholder Matters

WESTERN DIGITAL CORP 8-K Report, Shareholder Vote Results (Nov 14, 2011)

Filed November 14, 2011For Securities:WDC

Summary

This Form 8-K filing from Western Digital Corporation (WDC) details the results of its 2011 annual meeting of stockholders held on November 10, 2011. The primary focus for investors is the outcome of shareholder votes on key corporate governance matters and executive compensation. All ten director nominees were overwhelmingly elected, indicating strong shareholder confidence in the current board leadership. Furthermore, shareholders provided advisory approval for the named executive officer compensation, with a significant majority voting in favor. The meeting also addressed the frequency of future executive compensation advisory votes, with shareholders clearly favoring an annual vote over biennial or triennial assessments. This decision has been accepted by the Board of Directors, committing to an annual advisory vote on executive compensation until at least 2017. Finally, the appointment of KPMG LLP as the independent registered public accounting firm for the fiscal year ending June 29, 2012, was ratified by shareholders, ensuring continued oversight of the company's financial reporting.

Key Highlights

  • 1All ten director nominees were overwhelmingly elected by shareholders for the upcoming year.
  • 2Shareholders provided advisory approval for the compensation of named executive officers.
  • 3The majority of shareholders voted in favor of holding advisory votes on executive compensation annually.
  • 4The Board of Directors has committed to holding an annual advisory vote on executive compensation until at least 2017.
  • 5The appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2012 was ratified by shareholders.
  • 6Broker non-votes were present on all director elections and executive compensation votes, but did not prevent the approval of these proposals.

Frequently Asked Questions

The main outcomes were the election of directors, advisory approval of executive compensation, the decision to hold advisory votes on executive compensation annually, and the ratification of KPMG LLP as the independent auditor for fiscal year 2012.

Yes, shareholders demonstrated strong confidence by overwhelmingly electing all ten director nominees.

Following shareholder preference, the Board of Directors has committed to including an advisory vote on executive compensation in its proxy materials every year until at least the 2017 annual meeting.

KPMG LLP has been ratified by shareholders to serve as Western Digital's independent registered public accounting firm for the fiscal year ending June 29, 2012.