WESTERN DIGITAL CORP
For the period ended Jun 27, 2025. Filed Oct 6, 2025.
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Jun 27, 2025 · Filed Oct 6, 2025
Contents
Proxy Summary
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information that you should consider. We encourage you to read this entire Proxy Statement for more information about these topics prior to voting.
Our Director Nominees
| Audit | Compensation and Talent | Governance | Executive | Committee Chair |
| 6 | Western Digital2025 Proxy Statement |
Board Nominee Highlights
| INDEPENDENCE | TENURE | GENDER | AGE |
|---|---|---|---|
| 88%Independent | 7 YearsMedian | 38%Women | 62 YearsAverage |
| 7 Independent1 Non-Independent | 3 <5 years3 5-10 years2 >10 years | 3 Women5 Men | 3 <60 years2 60-65 years3 >65 years |
Corporate Governance Highlights
Our Board of Directors is committed to maintaining the highest standards of corporate governance. Our strong corporate governance practices are intended to help promote the long-term interests of our stockholders.
Corporate Governance Best Practices
We regularly evaluate our corporate governance practices against prevailing best practices, as well as emerging and evolving topics identified through stockholder outreach, trends and developments in corporate governance.
| Robust year-round Board-led stockholder engagement program that informs Board decisions Independent Board leadership, with an independent Chair of the Board separate from our CEO Board refreshment in connection with the Separation led to a change in approximately 40% of our Board, including the addition of two new independent directors Comprehensive and well-executed succession planning for our CEO and other key officers through the Separation Annual Board and committee self-evaluations Annual individual assessments of directors All directors are elected annually by a simple majority of votes cast Seven of eight director nominees are independent Director retirement policy upon reaching age 75 Women serve in key Board leadership positions as Chairs of the Audit Committee and Governance Committee | Overboarding policy for additional public company directorships by directors, including a lower threshold for our CEO Active Board oversight of strategic planning and risk management Board committee oversight of corporate responsibility, sustainability and human capital management Annual sustainability reporting via standalone Sustainability Report aligned with leading frameworks and standards Board committee oversight of political and lobbying activities and expenditures Board oversight of emerging technologies, including AI Anti-hedging, anti-pledging and clawback policies Structured stock ownership guidelines for directors and executive officers with compliance by all individuals |
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| Proxy Summary | 7 |
Year-Round Stockholder Engagement
We have a regular and long-standing practice of maintaining dialogue with our stockholders through our Board-led stockholder engagement program. We value our stockholders’ feedback and have relied on our ongoing engagement program to solicit, identify and understand stockholder perspectives and feedback on our strategy, Board refreshment and composition, executive compensation, sustainability and other areas of investor focus. After the Separation, we reached out to stockholders representing approximately 68% of shares outstanding and conducted calls with stockholders representing approximately 30% of shares outstanding, and reflecting various investment styles and geographies. Tunç Doluca, Chair of the Compensation and Talent Committee, led select engagements. Stockholder feedback is shared regularly with our Board and serves as a critical input in our Board's deliberations and decision-making process. Please see the section entitled “Corporate Governance Matters—Stockholder Engagement” on page 24 for a description of the topics discussed and stockholder feedback during our summer 2025 stockholder engagement.
Corporate Responsibility and Sustainability
We believe responsible and sustainable business practices support the long-term success of our company. For us, sustainability is about innovating with technology to positively impact our future. We believe that sustainability can create opportunities for everyone in our value chain and serves as a competitive differentiator. Our focus is on minimizing our environmental footprint, influencing our ecosystem, empowering and connecting our stakeholders and embedding sustainability in our decision-making processes. According to our customers, they view our sustainability program as an important part of their own efforts to achieve environmental objectives, making it a meaningful extension of the value we provide. Our commitment to sustainability is reflected in our long-term strategy, as well as our day-to-day activities to support that strategy. These activities include our adoption of sustainability-focused policies and procedures, fostering an inclusive workplace, our constant drive toward more efficient use of materials and energy, our careful and active management of our supply chain, our community-focused volunteerism programs and philanthropic initiatives and our impactful, globally-integrated ethics and compliance program. The Governance Committee oversees our corporate responsibility and sustainability policies and programs pursuant to its charter.
Continuing our focus on environmental sustainability, we re-baselined our goals following the Separation. In June 2025, we reaffirmed our commitment to running our global operations on 100% carbon-free energy by 2030 and to achieve net zero emissions in our operations (Scopes 1 and 2) by 2032, reducing downstream use phase emissions per petabyte by 50% (as compared to a 2020 baseline), as well as diverting more than 95% of our operational waste from landfills and reducing water withdrawals by 20% (as compared to a 2022 baseline), both by 2030. Aligning with industry trends and how our cloud customers are approaching energy demand and supply, we added carbon-free energy to our energy mix, opening more options for decarbonization. In addition, we are committing to a 20% reduction of upstream direct materials Scope 3 emissions (as compared to a 2024 baseline) by 2030.
In close collaboration with our customers and suppliers, we are expanding our circularity programs. Our efforts are focused on recovery, recycling and reduction of virgin materials. For example, in April 2025 we announced our at-scale HDD Rare Earth material recapture program in collaboration with a key customer and recyclers, achieving rare earth recovery in the United States. We furthered our commitment to circularity by announcing goals to increase recycled content in our enterprise HDD products to 43% and packaging to 72%, both by 2030.
Our 2024 Sustainability Report is located on our Corporate Responsibility page at www.westerndigital.com. Information included in our 2024 Sustainability Report and on our website, other than this Proxy Statement, is not incorporated by reference into, and is not a part of, this Proxy Statement. For more information, please refer to the section entitled “Corporate Governance Matters—Corporate Responsibility and Sustainability” on page 21.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.