DEFA14A
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 ☐
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to § 240.14a-12 |
WESTERN DIGITAL CORPORATION
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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Fee not required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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(1) |
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing
fee is calculated and state how it was determined):
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Proposed maximum aggregate value of transaction:
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Total fee paid:
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Fee paid previously with preliminary materials. |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing. |
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on November 2, 2017.
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WESTERN DIGITAL CORPORATION
5601 GREAT OAKS PARKWAY SAN JOSE, CA
95119 |
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Meeting Information |
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Meeting Type: Annual Meeting |
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For holders as of: September 6, 2017 |
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Date: November 2, 2017 Time: 8:00 a.m., PT
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Location: The Fairmont San Jose |
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170 S. Market
Street |
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San Jose, CA
95113 |
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Directions: 1-408-998-1900 |
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You are receiving this communication because you hold shares in the company named above. |
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This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more
complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com, scan the QR Barcode on the reverse side, or easily request a paper copy (see reverse side). |
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We encourage you to access and review all of the important information contained in the proxy materials before voting.
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See the reverse side of this notice to obtain proxy materials and voting
instructions. |
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Before You Vote How
to Access the Proxy Materials |
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Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT 2017 ANNUAL REPORT
How to View Online: Have the information that is printed in the box marked
by the arrow
(located on the following page) and visit: www.proxyvote.com, or scan the QR Barcode below.
How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a
paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request: |
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1) BY INTERNET: |
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www.proxyvote.com |
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2) BY TELEPHONE: |
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1-800-579-1639 |
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3) BY E-MAIL*: |
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sendmaterial@proxyvote.com |
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* If requesting materials by e-mail, please send a blank e-mail with the
information that is printed in the box marked by the arrow
(located on the following page) in the subject line. |
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Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to
your investment advisor. Please make the request as instructed above on or before October 19, 2017 to facilitate timely delivery. |
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| How To Vote Please Choose One of the Following
Voting Methods |
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Vote In Person: You
will need to request a ballot to vote these shares at the Annual Meeting.
Vote By Internet: Go to www.proxyvote.com or from a smart phone, scan the QR Barcode above. Have the information that is printed in the
box marked by the arrow
(located on the following page) available and follow the instructions. |
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Vote By Mail: You
can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
Voting Deadline: If you vote by Internet or mail, your vote must be received by 11:59 p.m. Eastern Time on November 1, 2017. If you are a participant in the
Western Digital Corporation 401(k) Plan, you must provide voting instructions for the shares in your plan account by 11:59 p.m. Eastern Time on October 30, 2017 to allow sufficient time for the plan trustee to vote the shares on your behalf.
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The Board of Directors recommends a vote FOR each of the
following nominees:
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1f. |
Matthew E. Massengill |
The Board of Directors recommends you vote FOR Proposals 2, 4 and 5, and 1 YEAR on Proposal 3:
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To approve on an advisory basis the named executive officer compensation disclosed in the Proxy Statement;
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To approve on an advisory basis the frequency of future advisory votes on named executive officer compensation;
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To approve an amendment and restatement of our 2004 Performance Incentive Plan that would, among other things, rename the
plan as the “2017 Performance Incentive Plan” and increase by fourteen million (14,000,000) the number of shares of our common stock available for issuance under the plan; and |
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To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending
June 29, 2018. |
In their discretion, the Proxies are
authorized to vote on such other business as may properly come before the meeting and any postponement or adjournment of the meeting.
