8-KSecurities & ListingRegulation FDExhibits & Filings

WESTERN DIGITAL CORP 8-K Report, Listing Notice (May 21, 2012)

Filed May 21, 2012For Securities:WDC

Summary

Western Digital Corporation (WDC) has announced a significant shift in its stock exchange listing and an expanded share repurchase program. The company intends to voluntarily delist its common stock from the New York Stock Exchange (NYSE) effective May 31, 2012, and subsequently list on The NASDAQ Global Select Market (NASDAQ) starting June 1, 2012, maintaining its "WDC" ticker symbol. This move signals a strategic decision by WDC to transition to a different trading environment. Furthermore, WDC has authorized an additional $1.5 billion for share repurchases and extended its existing share repurchase program through May 18, 2017. This substantial increase in buyback authorization indicates management's confidence in the company's valuation and its commitment to returning capital to shareholders. Investors should monitor the impact of the listing transfer on trading liquidity and the execution of the expanded share repurchase plan.

Key Highlights

  • 1Western Digital to voluntarily delist from NYSE on May 31, 2012.
  • 2Western Digital to list on NASDAQ beginning June 1, 2012, under the ticker symbol "WDC".
  • 3Board of Directors authorized an additional $1.5 billion for share repurchases.
  • 4Share repurchase program extended until May 18, 2017.
  • 5Company may repurchase shares through various methods including open market, block trades, or privately negotiated transactions.
  • 6The company is utilizing Rule 10b5-1 plans for potential repurchases.

Frequently Asked Questions

The filing states that Western Digital is voluntarily withdrawing its common stock from listing and trading on the NYSE and transferring its listing to NASDAQ. The specific reasons behind this strategic decision are not detailed in this 8-K filing, but companies often cite factors such as market environment, trading technology, or cost efficiencies when making such a move.

The authorization of an additional $1.5 billion for share repurchases, along with the extension of the program, suggests management believes the company's stock is undervalued and aims to increase shareholder value by reducing the number of outstanding shares. This can potentially lead to an increase in earnings per share (EPS) and may provide support for the stock price.

The delisting from the NYSE is effective on May 31, 2012, and trading on NASDAQ is expected to commence on June 1, 2012.

Western Digital may repurchase its common stock from time to time in the open market, through block trades, or in privately negotiated transactions. They also note that repurchases may be made pursuant to Rule 10b5-1 plans, which allow companies to repurchase stock at times when they might otherwise be restricted from doing so due to insider knowledge.