Washington, D.C. 20549




(Amendment No. 1)




Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 2, 2017



Western Digital Corporation

(Exact name of registrant as specified in its charter)




Delaware   001-08703   33-0956711

(State or other jurisdiction

of incorporation)



File Number)


(IRS Employer

Identification Number)

5601 Great Oaks Parkway

San Jose, California 95119

(Address, including zip code, of principal executive offices)

(408) 717-6000

(Registrants’ telephone number, including area code)



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:


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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.07 Submission of Matters to a Vote of Security Holders.

(d) As reported on a Current Report on Form 8-K filed with the Securities and Exchange Commission on November 3, 2017, the stockholders of Western Digital Corporation (the “Company”) voted to approve, on an advisory basis, holding future advisory votes on named executive officer compensation every year as described in the proxy statement for the Company’s 2017 annual meeting of stockholders. The Company will include an advisory vote on the compensation paid to the Company’s named executive officers in its proxy materials every year until the next vote on the frequency of future advisory votes on executive compensation.


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 hereunto duly authorized.

Date: March 21, 2018


Western Digital Corporation



/s/ Michael C. Ray

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