WESTERN DIGITAL CORP

DEF 14A 1 d792833ddef14a.htm DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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Western Digital Corporation

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Dear Fellow Stockholders:

On behalf of the entire Board, thank you for your continued support and investment in Western Digital Corporation (“WDC”). You are cordially invited to attend a special meeting of WDC’s stockholders (the “Special Meeting”), which will be held at 8:00 AM, Pacific Time, on May 10, 2024, virtually via the Internet at www.virtualshareholdermeeting.com/WDC2024SM, unless postponed or adjourned to a later date.

At the Special Meeting, we will ask you to consider and vote upon proposals to amend WDC’s certificate of incorporation to increase the number of authorized shares of common stock and to provide for the exculpation of certain officers’ personal liability under the General Corporation Law of the State of Delaware (the “DGCL”). We will also ask you to consider and vote upon proposals to amend the certificate of incorporation of Western Digital Technologies, Inc. (“WDT”), a direct, wholly-owned subsidiary of WDC, to remove the requirement to obtain WDC stockholder approval for certain transactions involving WDT and, similarly, provide for the exculpation of certain officers’ personal liability under the DGCL.

After careful consideration, the Board has unanimously approved the amendments to the existing charters of WDC and WDT in the forms of Annexes A and B, respectively, to the accompanying proxy statement, and has determined that they are advisable, fair to and in the best interests of WDC and its stockholders. Accordingly, the Board unanimously recommends that stockholders vote “FOR” the proposals set forth in the accompanying proxy statement.

More information about WDC and the proposals to be voted on at the Special Meeting is contained in the accompanying proxy statement. We urge you to read the proxy statement carefully and in its entirety.

We are grateful for the opportunity to represent our stockholders and serve WDC as we continue to strategically focus on sustainable and long-term growth. We welcome and appreciate your input and support for our voting recommendations at our Special Meeting on May 10, 2024.

Yours sincerely,

Matthew E. Massengill

Independent Chair of the Board

Stephanie A. Streeter

Lead Independent Director March 29, 2024

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON MAY 10, 2024

Date, Time and Location

The special meeting of stockholders (the “Special Meeting”) of Western Digital Corporation (“WDC”) will be held on May 10, 2024. Online check-in begins at 7:45 AM, Pacific Time. The Special Meeting begins at 8:00 AM, Pacific Time.

The Special Meeting will be a virtual meeting of stockholders that will provide stockholders comparable rights and opportunities to participate as they would have at anin-person meeting. To participate, vote or submit questions during the Special Meeting via live webcast, please visit: www.virtualshareholdermeeting.com/WDC2024SM. Please see the section entitled “Information About the Special Meeting” for additional information.

Who Can Vote

Holders of record of shares of our common stock, par value $0.01 per share, of WDC (“Common Stock”) and Series A Convertible Perpetual Preferred Stock (“Series A Preferred Stock”) at the close of business on March 22, 2024, will be entitled to notice of and to vote, together as a single class (except where otherwise noted in the accompanying proxy statement), at our Special Meeting and any postponements or adjournments of the Special Meeting.

A list of stockholders as of the record date for the Special Meeting may be accessed during the virtual meeting at www.virtualshareholdermeeting.com/WDC2024SM by using the control number on your Notice of Internet Availability of Proxy Materials, or on your proxy card or voting instruction form that accompanied your proxy materials.

Matters to be Voted On

Voting Shares in Advance of the Meeting

Your vote is very important. Please submit your proxy as soon as possible via the Internet, telephone or mail. Submitting your proxy by one of these methods will ensure your vote will be counted regardless of whether you attend the Special Meeting.

Important notice regarding the availability of proxy materials for our Special Meeting of stockholders to be held on May 10, 2024:

On or about March 29, 2024, proxy materials for the Special Meeting, including the attached proxy statement, are being furnished to stockholders entitled to vote at the Special Meeting. The proxy statement and 2023 Annual Report are available on our Investor Relations website at investor.wdc.com. You can also view the Special Meeting materials at www.proxyvote.com by using the control number provided on your proxy card or Notice of Internet Availability of Proxy Materials.

By Order of the Board of Directors of Western Digital Corporation,

Cynthia Tregillis

Senior Vice President, Chief Legal Officer and Secretary

March 29, 2024

DISCLAIMERS

Cautionary Note Regarding Forward-Looking Statements

This proxy statement contains forward-looking statements within the meaning of the federal securities laws, including but not limited to, statements concerning the consummation of the transactions related to thespin-off of WDC’s flash-based product segment into a separate, publicly traded corporation from the remaining hard disk drive technology business (the“Spin-Off”), our business, the impact of the proposals described herein on our company, our ability to execute our strategy, and our future performance. These forward-looking statements are based on management’s current expectations as of the date of this proxy statement and are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements. These risks and uncertainties include, but are not limited to: volatility in global economic conditions; future responses to and effects of global health crises; impact of business and market conditions; the outcome and impact of the planned Spin-Off, including with respect to customer and supplier relationships, regulatory and contractual restrictions, stock price volatility, and the diversion of management’s attention from ongoing business operations and opportunities; impact of competitive products and pricing; our development and introduction of products based on new technologies and expansion into new data storage markets; risks associated with cost saving initiatives, restructurings, acquisitions, divestitures, mergers, joint ventures and our strategic relationships; difficulties or delays in manufacturing or other supply chain disruptions; hiring and retention of key employees; our level of debt and other financial obligations; changes to our relationships with key customers; compromise, damage or interruption from cybersecurity incidents or other data system security risks; actions by competitors; risks associated with compliance with changing legal and regulatory requirements and the outcome of legal proceedings; and other risks and uncertainties listed in our filings with the U.S. Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K filed with the SEC on August 22, 2023, and our subsequent Quarterly Reports on Form 10-Q, to which your attention is directed. You should not place undue reliance on these forward-looking statements, which speak only as of the date hereof, and we undertake no obligation to update or revise these forward-looking statements to reflect new information or events, except as required by law.

Website References

You may also access additional information about WDC at investor.wdc.com. References to our website throughout this proxy statement are provided for convenience only and the content on our website does not constitute a part of this proxy statement.