WESTERN DIGITAL CORP false 0000106040 0000106040 2020-04-01 2020-04-01










Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 1, 2020




(Exact Name of Registrant as Specified in Its Charter)







(State or Other Jurisdiction

of Incorporation)



File Number)


(I.R.S. Employer

Identification No.)

5601 Great Oaks Parkway

San Jose, California



(Address of Principal Executive Offices)


(Zip Code)

(408) 717-6000

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class





Name of each exchange

on which registered

Common Stock, $.01 Par Value Per Share




The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 1, 2020, Western Digital Corporation (the “Company”) reorganized its management structure to have all business, operations, engineering, sales and administrative functions report directly to the Company’s Chief Executive Officer, David V. Goeckeler, who joined the Company on March 9, 2020. This flatter management structure is intended to improve organizational effectiveness, information flow and speed of decision making.

As part of this organizational change, Michael D. Cordano, President and Chief Operating Officer of the Company, is transitioning to a new role as President, Western Digital Technologies, Inc. Mr. Cordano continues to report directly to Mr. Goeckeler, and Mr. Cordano’s existing compensation and benefits remain unchanged, other than the retention agreement described below.

The Company also entered into a retention agreement with Mr. Cordano to incentivize Mr. Cordano to remain employed by the Company in his new role. Pursuant to the retention agreement, Mr. Cordano will receive a cash lump-sum payment of $75,000, subject to his continued employment through July 15, 2020, and a cash lump-sum payment of $150,000, subject to his continued employment through September 15, 2020. Mr. Cordano will also remain eligible to receive Tier I severance benefits under the Company’s Executive Severance Plan and Change of Control Severance Plan.


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






/s/ Michael C. Ray


Michael C. Ray


Executive Vice President, Chief Legal Officer

and Secretary

Date: April 3, 2020