[8-K] WESTERN DIGITAL CORP Reports Material Event

Rhea-AI Filing Summary

Western Digital Corporation reported the results of its annual stockholder meeting held on November 20, 2025. Stockholders approved an amendment and restatement of the 2005 Employee Stock Purchase Plan (ESPP), increasing the shares available for issuance under the plan by 8 million shares, following prior approval by the Board on August 27, 2025.

All eight nominated directors were elected to serve until the next annual meeting, each receiving a substantial majority of votes cast. Stockholders also approved, on an advisory basis, the company’s named executive officer compensation as described in the proxy materials. In addition, stockholders ratified the appointment of KPMG LLP as independent registered public accounting firm for fiscal 2026.

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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): November 20, 2025

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

95119

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			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.01 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 (§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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amended and Restated 2005 Employee Stock Purchase Plan

Western Digital Corporation (“the Company”) held its annual meeting of stockholders (the “Annual Meeting”) on November 20, 2025. At the Annual Meeting, as discussed below, the Company's stockholders approved the amendment and restatement of the Western Digital Corporation 2005 Employee Stock Purchase Plan (as amended and restated, the “ESPP”) to increase shares available for issuance under the ESPP by 8 million shares as described in the section entitled “ESPP Proposal” in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 6, 2025 (the “Proxy Statement”), which section is incorporated herein by reference. The ESPP had been previously approved, subject to stockholder approval, by the Board of Directors of the Company on August 27, 2025.

The foregoing description and the description incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the ESPP, a copy of which is filed as Exhibit 10.1 to this report and incorporated herein by reference.

Item 5.07    Submission of Matters to a Vote of Security Holders.

Results of the voting at the Annual Meeting are set forth below.

Proposal 1. Election of Directors. The stockholders elected the following eight directors to hold office until the next annual meeting of stockholders and until their respective successors are duly elected and qualified. The voting results were as follows:

			For						Against						Abstain						Broker Non-Votes
Kimberly E. Alexy			264,481,304						1,533,260						514,584						35,817,282
Martin I. Cole			253,735,670						12,488,888						304,590						35,817,282
Tunç Doluca			263,423,107						2,798,551						307,490						35,817,282
Bruce E. Kiddoo			265,760,801						468,101						300,246						35,817,282
Matthew E. Massengill			258,014,808						8,279,071						235,269						35,817,282
Roxanne Oulman			265,896,142						335,490						297,516						35,817,282
Stephanie A. Streeter			250,186,653						16,046,289						296,206						35,817,282
Irving Tan			262,165,829						4,144,795						218,524						35,817,282

Proposal 2. Advisory Vote on Named Executive Officer Compensation. The stockholders approved, on an advisory basis, the named executive officer compensation described in the Proxy Statement. The voting results were as follows:

For						Against						Abstain						Broker Non-Votes
251,110,723						15,038,884						379,541						35,817,282

Proposal 3. Approval of the ESPP. As described in more detail in Item 5.02 above, the stockholders approved the ESPP. The voting results were as follows:

For						Against						Abstain						Broker Non-Votes
265,630,038						617,488						281,622						35,817,282

Proposal 4. Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2026. The voting results were as follows:

For

Against

Abstain

Broker Non-Votes

287,281,853

14,718,956

345,621

N/A

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
10.1						Western Digital Corporation Amended and Restated 2005 Employee Stock Purchase Plan, amended and restated as of August 27, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ Cynthia Tregillis

Cynthia Tregillis

Executive Vice President, Chief Legal Officer and Secretary

Date: November 24, 2025

FAQ

What corporate action did Western Digital (WDC) stockholders approve regarding the ESPP?

Stockholders approved an amendment and restatement of the 2005 Employee Stock Purchase Plan, increasing the shares available for issuance under the ESPP by 8 million shares.

Which directors were elected to Western Digitals board at the 2025 annual meeting?

Stockholders elected eight directors: Kimberly E. Alexy, Martin I. Cole, Tune7 Doluca, Bruce E. Kiddoo, Matthew E. Massengill, Roxanne Oulman, Stephanie A. Streeter, and Irving Tan to serve until the next annual meeting.

How did Western Digital (WDC) stockholders vote on executive compensation?

Stockholders approved, on an advisory basis, the named executive officer compensation, with 251,110,723 votes for, 15,038,884 against, and 379,541 abstentions, plus 35,817,282 broker non-votes.

Did Western Digital (WDC) stockholders ratify KPMG LLP as auditor for 2026?

Yes. Stockholders ratified KPMG LLP as Western Digitals independent registered public accounting firm for fiscal 2026, with 287,281,853 votes for, 14,718,956 against, and 345,621 abstentions.

When did Western Digitals board approve the amended ESPP before the stockholder vote?

The Board of Directors approved the amended and restated 2005 Employee Stock Purchase Plan, subject to stockholder approval, on August 27, 2025.

Where can investors find full details of Western Digitals ESPP changes?

Details are described in the ESPP Proposal section of Western Digitals definitive proxy statement filed on October 6, 2025, and in the ESPP document filed as Exhibit 10.1 to this report.