Western Digital Files DEF 14A Proxy Statement

Ticker: WDC · Form: DEF 14A · Filed: Oct 7, 2024 · CIK: 106040

Sentiment: neutral

Topics: proxy-statement, executive-compensation, corporate-governance

TL;DR

WDC proxy filing out: exec pay, board details, shareholder votes coming up.

AI Summary

Western Digital Corporation filed its DEF 14A definitive proxy statement on October 7, 2024, for the fiscal year ending June 28, 2024. The filing details executive compensation, board of directors, and other corporate governance matters. Key information includes compensation for named executive officers and details on stock awards and option awards.

Why It Matters

This filing provides shareholders with crucial information regarding executive compensation and corporate governance, enabling informed voting decisions on company matters.

Risk Assessment

Risk Level: low — DEF 14A filings are routine disclosures and do not inherently represent new risks.

Key Numbers

Key Players & Entities

FAQ

What is the primary purpose of a DEF 14A filing?

A DEF 14A filing, or Definitive Proxy Statement, is used to solicit proxies from shareholders for an upcoming annual or special meeting of shareholders. It provides detailed information about matters to be voted on, including director elections, executive compensation, and other corporate actions.

When is Western Digital Corporation's fiscal year end?

Western Digital Corporation's fiscal year ends on June 28, 2024, as indicated by the filing dates and periods.

What type of compensation details are typically found in a DEF 14A?

DEF 14A filings typically include details on executive compensation, such as base salary, bonuses, stock awards, option awards, and other benefits for the company's named executive officers.

Who is the filer of this DEF 14A?

The filer of this DEF 14A is WESTERN DIGITAL CORP, with Central Index Key 0000106040.

What is the filing date of this document?

This DEF 14A filing was made on October 7, 2024.

Filing Stats: 4,347 words · 17 min read · ~14 pages · Grade level 20 · Accepted 2024-10-07 16:15:31

Filing Documents

Forward-Looking Statements

Forward-Looking Statements This Proxy Statement contains forward-looking 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 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 co

Executive Compensation

Executive Compensation 37 PROPOSAL 2: Advisory Vote on Named Executive Officer Compensation 37 Report of the Compensation and Talent Committee 38 Compensation Discussion and Analysis 39 Fiscal 2024 Overview 40

Executive Compensation Philosophy, Objectives and Process

Executive Compensation Philosophy, Objectives and Process 41 Updates to Fiscal 2024 Executive Compensation Program 45 Fiscal 2024 Decisions and Outcomes 46 Fiscal 2025 Decisions 54 Other Program Features and Policies 55

Executive Compensation Tables and Narratives

Executive Compensation Tables and Narratives 57 Fiscal 2022-2024 Summary Compensation Table 57 Fiscal 2024 Grants of Plan-Based Awards Table 59 Description of Compensation Arrangements for Named Executive Officers 60 Outstanding Equity Awards at Fiscal 2024 Year-End Table 61 Fiscal 2024 Option Exercises and Stock Vested Table 62 Fiscal 2024 Non-Qualified Deferred Compensation Table 63 Potential Payments upon Termination or Change in Control 63 CEO Pay Ratio 67 Pay Versus Performance 68 Equity Plan Proposal 71 PROPOSAL 3: Approval of the Amendment and Restatement of our 2021 Long-Term Incentive Plan to Increase by Six Million the Number of Shares of Our Common Stock Available for Issuance Under that Plan 71 Equity Compensation Plan Information 82 Stock Ownership Information 83 Audit Committee Matters 85 PROPOSAL 4: Ratification of Appointment of our Independent Registered Public Accounting Firm 85 Report of the Audit Committee 86 Additional Information 88 General Information About the Annual Meeting 88 Virtual Annual Meeting 88 Availability of Annual Report 93 Communication with our Company 93 Appendix A—Non-GAAP Financial Measures A-1 Appendix B—Amended and Restated 2021 Long-Term Incentive Plan B-1 Table of Contents 5 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 Table of Contents 6 Western Digital 2024 Proxy Statement Board Nominee Highlights INDEPENDENCE GENDER AGE TENURE 88% 38% 64 Years 6 Years Independent Women Average Median WOMEN IN BOARD LEADERSHIP ROLES Lead Independent Director Audit Committee Chair Governance Committee Chair Corporate Governance Highli

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