8-KLeadership ChangesShareholder MattersExhibits & Filings

WESTERN DIGITAL CORP 8-K Report, Executive Changes (Nov 18, 2022)

Filed November 18, 2022For Securities:WDC

Summary

Western Digital Corporation (WDC) filed an 8-K report detailing the outcomes of its Annual Stockholder Meeting held on November 16, 2022. The most significant outcomes for investors relate to the approval of amendments to the company's equity incentive and employee stock purchase plans. Specifically, stockholders approved an increase in the number of shares available under the 2021 Long-Term Incentive Plan by 2.75 million and under the 2005 Employee Stock Purchase Plan by 6 million. In addition, the report confirms the election of eight directors and the ratification of KPMG LLP as the independent registered public accounting firm for fiscal year 2023. Notably, shareholders did not approve, on an advisory basis, the named executive officer compensation as presented in the proxy statement, which may warrant further investor attention regarding executive compensation practices.

Key Highlights

  • 1Stockholders approved amendments to the 2021 Long-Term Incentive Plan, increasing shares available for issuance by 2.75 million.
  • 2Stockholders approved amendments to the 2005 Employee Stock Purchase Plan, increasing shares available for issuance by 6 million.
  • 3All eight incumbent directors were elected to serve until the next annual meeting.
  • 4The appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2023 was ratified.
  • 5On an advisory basis, stockholders did *not* approve the named executive officer compensation.

Frequently Asked Questions

The key outcomes include the approval of amendments to the Long-Term Incentive Plan and Employee Stock Purchase Plan to increase share availability, the election of all eight directors, and the ratification of the independent auditor. A significant point is that shareholders did not approve the executive compensation on an advisory basis.

The increase in shares under the Long-Term Incentive Plan (2.75 million) and Employee Stock Purchase Plan (6 million) is typically done to ensure the company has sufficient equity to grant to employees as part of compensation and retention strategies, and to allow employees to purchase company stock. The details of these plans were outlined in the company's proxy statement.

This refers to a 'Say-on-Pay' vote. While advisory, a negative vote indicates that a significant portion of shareholders are not satisfied with the company's executive compensation practices as disclosed. It is non-binding, but it sends a strong signal to the Board of Directors and management to review and potentially revise their compensation policies.

KPMG LLP has been ratified by stockholders to serve as Western Digital's independent registered public accounting firm for fiscal year 2023.