8-KCorporate ChangesExhibits & Filings

WESTERN DIGITAL CORP 8-K Report, Bylaw Amendment (Feb 12, 2021)

Filed February 12, 2021For Securities:WDC

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.

Frequently Asked Questions

The most significant changes involve modernizing communication methods to allow for electronic delivery of notices, proxies, and consents, and permitting electronic signatures. Additionally, a new exclusive forum selection clause has been introduced for litigation.

The new clause designates the Delaware Court of Chancery as the sole and exclusive forum for certain intracorporate disputes, such as derivative actions and breach of fiduciary duty claims. For claims under the Securities Act of 1933, U.S. federal district courts will be the exclusive forum. This aims to centralize and streamline legal proceedings related to the company.

Yes, the advance notice provisions have been revised to clarify that a stockholder may nominate a number of individuals not exceeding the number of directors to be elected at a stockholders' meeting. Each nominee must also state their intent to serve for the full term.

These updates align the company's by-laws with recent amendments to Delaware corporate law. Allowing electronic delivery enhances efficiency and potentially reduces costs associated with traditional mailings, while also providing greater flexibility for communication with stockholders.