Summary
Western Digital Corporation (WDC) filed an 8-K report on November 3, 2017, detailing the outcomes of its annual stockholder meeting held on November 2, 2017. The most significant event was the stockholder approval of the amended and restated 2017 Performance Incentive Plan. This plan increases the total number of shares available for awards by 14 million, bringing the aggregate limit to nearly 80 million shares, and extends the company's ability to grant performance-based awards deductible under Section 162(m) of the U.S. Internal Revenue Code through its 2022 annual meeting. The report also discloses the voting results for director elections, which saw all eight nominated directors elected. However, a notable outcome was the stockholder rejection of the advisory vote on named executive officer compensation. Investors should pay attention to how the company addresses this feedback regarding executive pay, alongside the implications of the expanded equity incentive plan for future share dilution and executive compensation strategies.
Key Highlights
- 1Stockholders approved the amended and restated 2017 Performance Incentive Plan, increasing the share pool by 14 million shares to a total of 79,837,248 shares.
- 2The 2017 Plan was extended to allow for the grant of performance-based awards meeting Section 162(m) deductibility requirements through the 2022 annual stockholder meeting.
- 3All eight nominated directors were elected to the Board of Directors.
- 4Stockholders did not approve, on an advisory basis, the named executive officer compensation.
- 5Stockholders voted in favor of holding future advisory votes on executive compensation annually.
- 6KPMG LLP was ratified as the independent registered public accounting firm for the fiscal year ending June 29, 2018.