Summary
Western Digital Corporation (WDC) filed an 8-K on May 7, 2018, primarily to announce amendments to its corporate bylaws that implement 'proxy access.' This change allows eligible stockholders, individually or in groups, to nominate director candidates for inclusion in the company's proxy materials, subject to specific ownership and holding period requirements. Specifically, a stockholder or a group of up to 20 stockholders must have continuously owned at least 3% of the company's outstanding common stock for a minimum of three years to be eligible. The proxy access provisions also stipulate limitations on the number of nominees (no more than the greater of two or 20% of the board) and detail procedural requirements for submitting nominations. These include specific deadlines for providing notice to the company, which must be delivered between 120 and 150 days before the anniversary of the previous year's proxy release date. For the 2018 annual meeting, the deadline for these nominations was May 21, 2018. Investors should note these changes as they impact corporate governance and shareholder engagement in director elections.
Key Highlights
- 1Western Digital Corporation (WDC) adopted "proxy access" provisions in its corporate bylaws.
- 2Eligible stockholders (or groups of up to 20) owning at least 3% of common stock for 3+ years can nominate director candidates for inclusion in proxy materials.
- 3The maximum number of proxy access nominees is limited to the greater of two or 20% of the Board of Directors.
- 4The amendments were approved by the Board of Directors on May 2, 2018, and became effective immediately.
- 5Strict eligibility and procedural requirements for nominations are detailed in the amended bylaws.
- 6The deadline for submitting proxy access nominations for the 2018 annual meeting was May 21, 2018.
- 7The filing includes the amended and restated bylaws as an exhibit.