SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 2, 2018
Western Digital Corporation
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction
5601 Great Oaks Parkway
San Jose, California
|(Address of Principal Executive Offices)||(Zip Code)|
(Registrants Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
|☐||Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|☐||Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|☐||Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|☐||Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|Item 7.01||Regulation FD Disclosure.|
Pursuant to the dividend policy of Western Digital Corporation (the Company), on May 2, 2018, the Companys Board of Directors declared a cash dividend for the quarter ending June 29, 2018 of $0.50 per share (the Cash Dividend) of the Companys common stock, $.01 par value per share. The Cash Dividend will be paid on July 16, 2018 to the Companys stockholders of record as of June 29, 2018.
The press release making this announcement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2 of Form 8-K, the information in this Item 7.01, including Exhibit 99.1, shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
|Item 9.01||Financial Statements and Exhibits.|
|99.1||Press Release issued by Western Digital Corporation on May 2, 2018 announcing a cash dividend for the fourth fiscal quarter of 2018.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Western Digital Corporation
|Date: May 2, 2018||By:||/s/ Michael C. Ray|
Michael C. Ray
Executive Vice President, Chief Legal Officer
FOR IMMEDIATE RELEASE:
WESTERN DIGITAL BOARD DECLARES DIVIDEND FOR
FOURTH FISCAL QUARTER 2018
SAN JOSE, Calif. May 2, 2018 Western Digital Corp. (NASDAQ: WDC) today announced that the board of directors declared a cash dividend for the quarter ending June 29, 2018, of $0.50 per share of common stock (the cash dividend). The cash dividend will be paid on July 16, 2018, to the companys stockholders of record as of June 29, 2018.
The amount of future dividends under the companys dividend policy, and the declaration and payment thereof, will be based upon all relevant factors, including the companys financial position, results of operations, cash flows, capital requirements and restrictions under the companys financing documents, and shall be in compliance with applicable law. The board retains the power to modify, suspend or cancel the companys dividend policy in any manner and at any time as it may deem necessary or appropriate in the future.
About Western Digital®
Western Digital creates environments for data to thrive. The company is driving the innovation needed to help customers capture, preserve, access and transform an ever-increasing diversity of data. Everywhere data lives, from advanced data centers to mobile sensors to personal devices, our industry-leading solutions deliver the possibilities of data. Western Digital® data-centric solutions are marketed under the G-Technology, HGST, SanDisk®, Tegile, Upthere and WD® brands. Financial and investor information is available on the companys Investor Relations website at investor.wdc.com.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements concerning the companys dividend for the fourth fiscal quarter ending June 29, 2018. These forward-looking statements are based on managements current expectations and are subject to
Western Digital Board Declares Dividend for Fourth Fiscal Quarter 2018
risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, including: volatility in global economic conditions; business conditions and growth in the storage ecosystem; impact of competitive products and pricing; market acceptance and cost of commodity materials and specialized product components; actions by competitors; unexpected advances in competing technologies; the development and introduction of products based on new technologies and expansion into new data storage markets; risks associated with acquisitions, mergers and joint ventures; difficulties or delays in manufacturing; impacts of new tax legislation; and other risks and uncertainties listed in the companys filings with the Securities and Exchange Commission (the SEC), including the companys Form 10-Q filed with the SEC on Feb. 6, 2018, 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 the company undertakes no obligation to update these forward-looking statements to reflect subsequent events or circumstances.
Western Digital, the Western Digital logo, G-Technology, HGST, SanDisk, Tegile, Upthere and WD are registered trademarks or trademarks of Western Digital Corporation or its affiliates in the U.S. and/or other countries.
Western Digital Corp.