WESTERN DIGITAL CORP
For the period ended Nov 20, 2026. Filed Oct 5, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Nov 20, 2026 · Filed Oct 5, 2026
WDC$263.78-1.4%Stored close · as of Nov 6, 2026
Contents
Proxy Summary
| Proxy Summary | Corporate GovernanceMatters | ExecutiveOfficers | ExecutiveCompensation | EquityCompensationPlan Information | Stock OwnershipInformation | Audit CommitteeMatters | AdditionalInformation | Appendix A |
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| Proxy SummaryPerformance HighlightsSignificant Stockholder Value CreationFISCAL 2026 TOTAL STOCKHOLDER RETURN | |||||
| WD | S&P 500 | S&P 500 IT | NASDAQ 100 | ||
| $527M Net CashReduced Debt forNet Cash Positive Position | $3.1BReturned to Stockholders | ||||
| 6 | 2026 Proxy Statement | Western Digital |
| Proxy Summary | Corporate GovernanceMatters | ExecutiveOfficers | ExecutiveCompensation | EquityCompensationPlan Information | Stock OwnershipInformation | Audit CommitteeMatters | AdditionalInformation | Appendix A |
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| 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.Voting Roadmap | |
| Proposal 1Election of DirectorsElection of the nine director nominees named in the Proxy Statement to serve until our next annual meeting of stockholders and until their respective successors are duly elected and qualified | Our Board recommends a vote FOR each director nomineeSee page 11 |
| Proposal 2Advisory Vote on Named Executive Officer CompensationApproval on an advisory basis of the named executive officer compensation disclosed in the Proxy Statement | Our Board recommends a vote FOR this proposalSee page 40 |
| Proposal 3Ratification of Appointment of Our Independent Registered Public Accounting FirmRatification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2027 | Our Board recommends a vote FOR this proposalSee page 74 |
| Western Digital | 2026 Proxy Statement | 7 |
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| Proxy Summary | Corporate GovernanceMatters | ExecutiveOfficers | ExecutiveCompensation | EquityCompensationPlan Information | Stock OwnershipInformation | Audit CommitteeMatters | AdditionalInformation | Appendix A |
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| Our Director Nominees | ||||
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| Audit | Compensation and Talent | Governance | Executive | Committee Chair |
| 8 | 2026 Proxy Statement | Western Digital |
| Proxy Summary | Corporate GovernanceMatters | ExecutiveOfficers | ExecutiveCompensation | EquityCompensationPlan Information | Stock OwnershipInformation | Audit CommitteeMatters | AdditionalInformation | Appendix A |
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| Board Nominee Highlights | |||||
| INDEPENDENCE | TENURE | GENDER | AGE | ||
| 89%Independent | 8 YearsMedian | 33%Women | 62 YearsAverage | ||
| 8 Independent1 Non-Independent | 4 <5 years 3 5-10 years 2 >10 years | 3 Women 6 Men | 4 <60 years 2 60-65 years 3 >65 years | ||
| Corporate Governance HighlightsOur 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 PracticesWe 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. | |||||
| Board Independence& Accountability | Strategic Oversight &Risk Management | ||||
| lIndependent Board leadership, with an independent Chair of the Board separate from our CEOlEight of nine director nominees are independentlAll directors are elected annually by a simple majority of votes castlAnnual Board and committee self-evaluationslAnnual individual assessments of directors, including peer evaluations with anonymous feedback from Board colleagueslOverboarding policy for additional public company directorships, including a lower threshold for our CEO, and an overboarding policy for our Executive Leadership Team | lActive Board oversight of strategic planning and risk managementlBoard oversight of emerging technologies, including AIlBoard committee oversight of corporate responsibility, sustainability and human capital managementlBoard committee oversight of political and lobbying activities and expenditures | ||||
| Board Composition,Refreshment & Leadership | Stockholder Alignment &Responsible Governance | ||||
| lActive Board refreshment resulting in three new independent directors being appointed in past two yearslDirector retirement policy upon reaching age 75lWomen serve in key Board leadership positions as Chairs of the Audit Committee and Governance CommitteelComprehensive and ongoing succession planning for our CEO and other key officers | lRobust year-round Board-led stockholder engagement program that informs Board decisionslStructured stock ownership guidelines for directors and executiveslAnti-hedging, anti-pledging and clawback policieslAnnual sustainability reporting through a standalone Sustainability Report aligned with leading frameworks and standards | ||||
| Western Digital | 2026 Proxy Statement | 9 |
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| Proxy Summary | Corporate GovernanceMatters | ExecutiveOfficers | ExecutiveCompensation | EquityCompensationPlan Information | Stock OwnershipInformation | Audit CommitteeMatters | AdditionalInformation | Appendix A |
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| 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. In fiscal 2026, we reached out to stockholders representing approximately 65% of shares outstanding and conducted calls with stockholders representing approximately 32% of shares outstanding, including separate discussions with both the passive and active investment teams of certain investors. Tunç Doluca, Chair of the Compensation and Talent Committee, led a majority of the 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 28 for a description of the topics discussed and stockholder feedback during our 2026 stockholder engagement. | |||||
| Corporate Responsibility and Sustainability | |||||
| We incorporate sustainability into our business strategy and operations to support long-term value creation. Through environmental stewardship, stakeholder empowerment and responsible business practices, we drive sustainable data storage technologies that deliver meaningful progress toward a responsible AI infrastructure. The Governance Committee oversees our corporate responsibility and sustainability policies and programs consistent with its charter.Environmental Stewardship. We furthered our commitment to helping protect the environment and meeting customer needs by delivering on robust environmental targets and driving innovation, accountability, and partnerships for systemic impact. In fiscal 2025, we expanded our environmental targets to include reducing direct material emissions, achieved 66% carbon-free energy across our global operations and reduced customer use-phase emissions per petabyte by 31% against our fiscal 2020 baseline. In addition, we collaborated with stakeholders to reduce environmental impacts across our ecosystem and increase circularity to reduce raw materials extraction, enabled in part by our Advanced Recovery and Rare Earth Material Capture program. Stakeholder Empowerment. We work to empower stakeholders across our value chain, from our workforce to customers and supply chain partners to communities where we operate. In fiscal 2025, we launched a new people strategy to support Workforce of the Future in our Global Operations organizations, improved our metrics on lost time incident rate (LTIR), and engaged 100% of in-scope suppliers for material sustainability issues.Responsible Business. In fiscal 2025, we implemented an AI Policy, committing to responsible, ethical and secure development, deployment and usage of AI, and achieved a 100% completion rate for our annual online ethics and compliance training. In fiscal 2026, we were named one of the World’s Most Ethical Companies by Ethisphere for the eighth year in a row. Our 2025 Sustainability Report is located on our Corporate Responsibility page at www.westerndigital.com. Information included in our 2025 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 25. | |||||
| Forbes | Ethisphere | Carbon Disclosure Project (CDP) | MSCI | Sustainalytics | Newsweek |
| 10 | 2026 Proxy Statement | Western Digital |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.