Summary
Western Digital Corporation (WDC) filed an 8-K on February 12, 2021, detailing amendments to its Amended and Restated By-laws, effective February 10, 2021. These changes are primarily administrative and align with recent amendments to Delaware corporate law, enhancing flexibility in corporate governance and communication. Key among these are updated provisions for electronic delivery of notices, proxies, and consents, as well as the acceptance of electronic signatures. These updates aim to modernize and streamline corporate processes. Of significant note for investors is the establishment of a new exclusive forum selection clause. For certain intracorporate matters, including derivative lawsuits and breaches of fiduciary duty, the Court of Chancery of the State of Delaware will be the sole and exclusive forum. Additionally, federal district courts will be the exclusive forum for claims arising under the Securities Act of 1933. These provisions are intended to centralize and manage litigation efficiently.
Key Highlights
- 1Amendments to by-laws approved by the Board of Directors on February 10, 2021, and effective immediately.
- 2Revisions clarify advance notice provisions for stockholder nominations, limiting nominees to the number of directors to be elected.
- 3By-laws updated to permit electronic notices, proxies, and consents, reflecting changes in Delaware General Corporation Law.
- 4New provision allows for the use of electronic signatures for company-related instruments.
- 5Director inspection rights updated to align with Section 220(d) of the Delaware General Corporation Law.
- 6Officer positions clarified within Article IV of the by-laws.
- 7Established exclusive forum selection for litigation: Delaware Court of Chancery for intracorporate matters and U.S. federal district courts for Securities Act of 1933 claims.