8-KLeadership ChangesRegulation FDExhibits & Filings

WESTERN DIGITAL CORP 8-K Report, Executive Changes (Sep 20, 2013)

Filed September 20, 2013For Securities:WDC

Summary

Western Digital Corporation (WDC) filed an 8-K report on September 19, 2013, primarily detailing changes to its Board of Directors and a dividend declaration. Kensuke Oka resigned from the Board, and Akio Yamamoto was appointed to fill the vacancy. Mr. Yamamoto's appointment is in accordance with an Investor Rights Agreement with Hitachi, Ltd., stemming from the acquisition of Viviti Technologies (formerly Hitachi Global Storage Technologies). This appointment reflects ongoing strategic relationships and governance arrangements post-acquisition. Furthermore, the company declared a quarterly cash dividend of $0.25 per share, payable on October 15, 2013, to shareholders of record as of September 30, 2013. This dividend declaration underscores the company's commitment to returning value to shareholders, though future dividends remain subject to the board's discretion based on financial performance and other factors.

Key Highlights

  • 1Kensuke Oka resigned from the Board of Directors.
  • 2Akio Yamamoto was appointed to the Board of Directors, effective immediately.
  • 3Mr. Yamamoto's appointment is pursuant to an Investor Rights Agreement with Hitachi, Ltd., related to the acquisition of Viviti Technologies.
  • 4The Investor Rights Agreement grants Hitachi the right to designate directors, with specific termination conditions.
  • 5Western Digital declared a quarterly cash dividend of $0.25 per share.
  • 6The dividend is payable on October 15, 2013, to shareholders of record on September 30, 2013.
  • 7The company entered into an amended Investor Rights Agreement with Hitachi regarding compensation for Hitachi Designated Directors, involving cash payments in lieu of equity grants.

Frequently Asked Questions

Kensuke Oka's resignation was effective immediately, and the filing states that his decision was not a result of any disagreement with the Company on any matter relating to its operations, policies, or practices.

Akio Yamamoto's appointment fills a vacancy on the Board and is made under an Investor Rights Agreement with Hitachi, Ltd. This indicates the continued influence and involvement of Hitachi in Western Digital's governance following the acquisition of Viviti Technologies.

Following an amendment to the Investor Rights Agreement, Hitachi will receive cash payments for its designated directors. These payments are in lieu of prior compensation arrangements and are based on the annual cash retainer for other non-employee directors and hypothetical restricted stock unit grants.

Western Digital declared a cash dividend of $0.25 per share for the quarter ending September 27, 2013. This dividend will be paid on October 15, 2013, to shareholders of record as of September 30, 2013.