8-K
WESTERN DIGITAL CORP false 0000106040 0000106040 2020-06-22 2020-06-22

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 22, 2020

 

IMAGE

WESTERN DIGITAL CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

001-08703

 

33-0956711

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

5601 Great Oaks Parkway

San Jose, California

 

95119

(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

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $.01 Par Value Per Share

 

WDC

 

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 June 22, 2020, the Board of Directors (the “Board”) of Western Digital Corporation (the “Company”) unanimously appointed Paula Price to serve as a member of the Board until the Company’s next annual meeting of stockholders and until her successor is duly elected and qualified. Concurrent with her appointment as a director, Ms. Price was appointed to the Audit Committee of the Board. There are no arrangements or understandings between Ms. Price and any other person pursuant to which Ms. Price was appointed to serve on the Board. Ms. Price has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Ms. Price will receive compensation for her services as a director in accordance with the Company’s standard compensation program for non-employee directors, which is summarized in the “Director Compensation” section of the Company’s Proxy Statement, as filed with the Securities and Exchange Commission (the “SEC”) on October 1, 2019. In accordance with the Company’s customary practice, the Company will also enter into its standard form of indemnity agreement with Ms. Price, which agreement is filed as Exhibit 10.4 to the Company’s Quarterly Report on Form 10-Q, as filed with the SEC on November 8, 2002.

2


SIGNATURE

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

 

 

 

(Registrant)

             

 

 

By:

 

/s/ Michael C. Ray

Date: June 23, 2020

 

 

 

Michael C. Ray

 

 

 

Executive Vice President, Chief Legal Officer

and Secretary