WESTERN DIGITAL CORP false 0000106040 0000106040 2021-07-06 2021-07-06












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 6, 2021






(Exact Name of Registrant as Specified in Its Charter)




Delaware   001-08703   33-0956711
(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   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 July 6, 2021, the Board of Directors (the “Board”) of Western Digital Corporation (the “Company”) unanimously appointed Dr. Thomas Caulfield and Miyuki Suzuki to serve as members of the Board until the Company’s next annual meeting of stockholders and until their respective successors are duly elected and qualified. There are no arrangements or understandings between Dr. Caulfield or Ms. Suzuki and any other person pursuant to which Dr. Caulfield or Ms. Suzuki were appointed to serve on the Board. Neither Dr. Caulfield nor Ms. Suzuki has any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Dr. Caulfield and Ms. Suzuki will receive compensation for their services as directors 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 5, 2020. In accordance with the Company’s customary practice, the Company will also enter into its standard form of indemnity agreement with each of Dr. Caulfield and Ms. Suzuki, 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.


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

Date: July 8, 2021

      Michael C. Ray
      Executive Vice President, Chief Legal Officer and Secretary