WESTERN DIGITAL CORP

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. )

Western Digital Corporation

(Name of Registrant as Specified In Its Charter)

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

Our strategy across five major strategic pillars

Drive Differentiated Leadership in Flash ●Capitalize on market transition to solid state drives ●Focus on through-cycle gross margin leadership ●Leverage consumer brand strength

Creating the future of data No matter how you follow your passion, you should be empowered and inspired by the data that surrounds you. At Western Digital, our broad and ever-expanding portfolio delivers powerful storage solutions with data security features for everyone from students, gamers and home offices to the largest enterprises and cloud providers. Our flash and hard disk drive (“HDD”) products also play a central role in the Artificial Intelligence (“AI”) revolution by providing critical storage at every stage of the AI data cycle. Across industries and applications, through our Western Digital®, WD®, WD_BLACK™, SanDisk® and SanDisk® Professional brands, we spark innovation, drive deeper connections and enable smarter decisions. As we work to constantly create opportunities for people to bridge the gap between aspiration and actualization, it is our culture and our passion to do things the right way. We thrive on inclusivity. We relentlessly pursue technological advancements, with approximately 13,000 active patents for groundbreaking memory technologies and beyond. We continuously analyze and optimize our operations for efficiency and reliability and to secure our supply chain. We are also proud to have been recognized as one of the World’s Most Ethical Companies (Ethisphere) six years running. All the while, we keep our customers’ efficiency, security and overall capabilities front and center. It is our mission to fuel new possibilities and write the future in collaboration with our stakeholders, with solutions imagined and realized on their terms. Together, we can create what’s next.

Drive Leadership in HDD ●Ensure reliable capacity growth and improved total cost of ownership ●Enhance customers’ ability to generate value from data ●Develop new technologies across the storage landscape

Lead in Storage Innovation ●Lead in areal density ●Invest in leading HDD technologies to enable future drive capacity transition ●Drive capital-efficient bit growth in flash ●Capitalize on generative AI-driven demand for new storage solutions

Deliver Customer Value ●Increase long-term engagement and through-cycle agreements with key customers ●Expand strategic relationships with customers

Accelerate Operational Excellence ●Achieve operational excellence to translate technology into stockholder value ●Deliver best-in-class operating efficiency to drive profitability ●Focus on sustainability and digital innovation of our manufacturing processes

Our PurposeTo be the world’s iconic data storage company

**Letter from Our Chair and

Lead Independent Director

Dear Fellow Stockholders:

**Notice of Annual Meeting

of Stockholders

Western Digital Corporation

5601 Great Oaks Parkway

San Jose, California 95119

DateNovember 20, 2024

TimeOnline check-in begins:7:45 a.m. Pacific TimeMeeting begins:8:00 a.m. Pacific Time

LocationOur annual meeting will be a completely virtual meeting of stockholders that will provide stockholders comparable rights and opportunities to participate as they would have at an in-person meeting. To participate, vote or submit questions during the annual meeting via live webcast, please visit: www.virtualshareholdermeeting.com/ WDC2024. Please see the section entitled “Additional Information— General Information About the Annual Meeting—Virtual Annual Meeting” for additional information.

Who Can VoteHolders of record of shares of our common stock and Series A Convertible Perpetual Preferred Stock (“Series A Preferred Stock”) at the close of business on September 23, 2024 will be entitled to notice of and to vote, together as a single class, at our annual meeting and any postponements or adjournments of the meeting. A list of stockholders as of the record date for the annual meeting may be accessed during the virtual annual meeting at www.virtualshareholdermeeting. com/WDC2024 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

At the meeting, we will also consider any other business that may properly come before our annual meeting and any postponements or adjournments of the meeting.

By Order of our Board of Directors,

**CYNTHIA LOCK TREGILLIS

**Senior Vice President, Chief Legal Officer and Secretary

October 7, 2024

**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 annual meeting.

**Important notice regarding the availability of proxy materials for our annual meeting of stockholders to be held on November 20, 2024:

**On or about October 7, 2024, proxy materials for the annual meeting, including the attached Proxy Statement and our Annual Report for the fiscal year ended June 28, 2024, are being furnished to stockholders entitled to vote at the annual meeting. The Proxy Statement and 2024 Annual Report are available on our Investor Relations website at investor.wdc.com. You can also view these materials at www.proxyvote.com by using the control number provided on your proxy card or Notice of Internet Availability of Proxy Materials.

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 our business strategy and strategic priorities, including expectations regarding our planned separation of our HDD and flash businesses, including expected changes in leadership and expected benefits of the separation, our ability to execute our strategy, our future financial performance, our plans for our corporate responsibility and sustainability program, including our emissions reduction targets, renewable energy, waste and water use goals, and our policies and reporting in the area of human rights and diversity and inclusion efforts. These forward-looking statements are based on management’s current expectations as of the date of this Proxy Statement and are subject to a number of risks, uncertainties and other factors 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; operational, financial and legal challenges and difficulties inherent in implementing a separation of the company's HDD and flash businesses; the final approval of the separation by the company's board of directors; inflation, increase in interest rates and economic recession; future responses to and effects of public health crises; the impact of business and market conditions; the outcome and impact of our announced separation transaction, 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; our ability to achieve our GHG emissions reduction and other Environmental, Social and Governance (“ESG”) goals; the impact of international conflicts; 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 Securities and Exchange Commission (the “SEC”), including our Annual Report on Form 10-K filed with the SEC on August 20, 2024 (the “2024 Annual Report on Form 10-K”), 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. Furthermore, certain statements in this Proxy Statement, particularly pertaining to our ESG performance, goals and initiatives, are subject to additional risks and uncertainties, including regarding: gathering and verification of information and related methodological considerations; our ability to implement various initiatives under expected timeframes, cost, and complexity; our dependency on third-parties to provide certain information and to comply with applicable laws and policies; our reference to various ESG reporting standards and frameworks (including standards for the measurement of underlying data), which continue to evolve; and other unforeseen events or conditions. These factors, as well as others, may cause results to differ materially and adversely from those expressed in any of our forward-looking statements. Additionally, we may provide information herein that is not necessarily “material” under the federal securities laws for the SEC reporting purposes but that is informed by various ESG standards and frameworks (including standards for the measurement of underlying data) and the interest of various stakeholders. However, we cannot guarantee strict adherence to framework recommendations and much of this information is subject to assumptions, estimates or third-party information that is still evolving and subject to change, and our disclosures based on these frameworks may change due to revisions in framework requirements, availability of information, changes in our business or applicable governmental policy, or other factors, some of which may be beyond our control.

Website References

You may also access additional information about Western Digital 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, and shall not be deemed incorporated by reference into, this Proxy Statement.