8-KLeadership Changes

WESTERN DIGITAL CORP 8-K Report, Executive Changes (May 23, 2012)

Filed May 23, 2012For Securities:WDC

Summary

This 8-K filing from Western Digital Corporation (WDC) on May 23, 2012, details a significant change in its Board of Directors. The company expanded its board from 10 to 12 members and appointed two new directors, Masahiro Yamamura and Kensuke Oka, representing Hitachi, Ltd. This appointment is a direct consequence of WDC's acquisition of Viviti Technologies Ltd. (formerly Hitachi Global Storage Technologies), a subsidiary of Hitachi. The appointment of these 'Hitachi Directors' is governed by an Investor Rights Agreement and signifies Hitachi's ongoing influence as a major shareholder following the acquisition. The agreement outlines specific conditions under which Hitachi's right to nominate directors will terminate, providing investors with clarity on the duration of this direct representation. The new directors will receive standard compensation and will not initially serve on board committees, aligning with the company's existing governance practices.

Key Highlights

  • 1Western Digital (WDC) appointed two new directors, Masahiro Yamamura and Kensuke Oka, to its Board of Directors.
  • 2The board size was increased from 10 to 12 members to accommodate the new appointments.
  • 3The appointments are a result of an Investor Rights Agreement with Hitachi, Ltd., related to WDC's acquisition of Hitachi's storage technology subsidiary.
  • 4The new directors are designated by Hitachi, reflecting Hitachi's significant stake and ongoing relationship post-acquisition.
  • 5The Investor Rights Agreement specifies conditions for the termination of Hitachi's director nomination rights.
  • 6The new directors will be compensated according to WDC's standard director compensation program.
  • 7Initially, the Hitachi Directors will not serve on any committees of the Board of Directors.

Frequently Asked Questions

Western Digital has added two new directors, Masahiro Yamamura and Kensuke Oka, as part of an Investor Rights Agreement with Hitachi, Ltd. This agreement is a direct outcome of Western Digital's acquisition of Hitachi's former storage technology subsidiary, Viviti Technologies Ltd. The appointments allow Hitachi, as a significant stakeholder, to have direct representation on the board.

The Investor Rights Agreement formalizes Hitachi's ability to appoint directors to Western Digital's board, reflecting their ongoing relationship and shareholding following the acquisition. It also outlines specific triggers that would cause Hitachi to lose this nomination right, providing a framework for corporate governance and potential future changes in shareholding.

No, the new directors, Mr. Yamamura and Mr. Oka, will receive compensation in line with Western Digital's standard compensation program for non-employee directors. There is no indication of special compensation arrangements for them in this filing.

According to the filing, unless otherwise agreed by the Board of Directors, the Hitachi Directors will not serve on any committee of the Board of Directors. Their primary role will be as general board members.