Western Digital Corporation filed SEC Form 8-K: Material Modification to Rights of Security Holders, Submission of Matters to a Vote of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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CURRENT REPORT
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| Item 3.03 | Material Modification to Rights of Security Holders. |
The information disclosed under Items 5.03 and 5.07 of this Current Report on Form 8-K is incorporated by reference into this Item 3.03 to the extent required.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Western Digital Corporation (the “Company” or “WDC”) held a special meeting of stockholders (the “Special Meeting”) on May 10, 2024. At the Special Meeting, as further described in Item 5.07 below, holders of the Company’s common stock (“Common Stockholders”) and holders of the Company’s Series A Convertible Perpetual Preferred Stock (“Series A Preferred Stockholders,” and together with the Common Stockholders, the “Stockholders”) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Company Charter”) to increase the number of authorized shares of common stock, par value $0.01 per share, from 450,000,000 shares to 750,000,000 shares (the “Authorized Shares Amendment”), as further described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 29, 2024, and as previously approved by the Board of the Directors of the Company (the “Board”). The Stockholders and the Board also approved an amendment to the Company Charter to provide for the elimination of certain officers’ personal liability for monetary damages stemming from breaches of the duty of care as permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “Company Exculpation Amendment” and, together with the Authorized Shares Amendment, the “WDC Charter Amendments”).
A Certificate of Amendment to the Company Charter effecting the WDC Charter Amendments was filed with the Secretary of State of the State of Delaware and became effective on May 13, 2024. The foregoing description of the WDC Charter Amendments does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.03.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
The information disclosed under Item 5.03 of this Current Report on Form 8-K is incorporated by reference into this Item 5.07 to the extent required.
Results of the voting at the Special Meeting are set forth below.
Proposal 1. Authorized Shares Amendment. As described above, the Stockholders voted to approve the Authorized Shares Amendment. The voting results of the Common Stockholders, voting as a separate class, were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 269,951,232 | 10,121,745 | 534,155 | N/A |
The voting results of the Common Stockholders and Series A Preferred Stockholders, voting together as a single class, were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 286,520,804 | 10,121,745 | 534,155 | N/A |
Proposal 2. Company Exculpation Amendment. As described above, the Stockholders voted to approve the Company Exculpation Amendment. The voting results were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 240,770,932 | 20,032,920 | 420,698 | 35,952,154 |
Proposal 3. Amendment to the Charter of Western Digital Technologies, Inc., a wholly-owned subsidiary of the Company (“WDT”), to Remove the Pass-Through Voting Provision. The Stockholders voted to approve an amendment to the Amended and Restated Certificate of Incorporation of WDT (the “WDT Charter”) to remove the provision that requires the approval of the Company’s Stockholders, in addition to the vote of the Company (as sole stockholder of WDT), in order for WDT to take certain actions. The voting results were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 258,656,753 | 1,848,531 | 719,266 | 35,952,154 |
Proposal 4. Amendment to the WDT Charter to Provide Exculpatory Protection For Certain Of Its Officers. The Stockholders approved an amendment to the WDT Charter to provide for the elimination of certain of WDT’s officers’ personal liability for monetary damages stemming from breaches of the duty of care as permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware. The voting results were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 239,563,175 | 20,991,033 | 670,342 | 35,952,154 |
Proposal 5. Adjournment of the Special Meeting. The Stockholders approved the adjournment of the Special Meeting to solicit additional proxies in favor of Proposals 1 through 4, but such an adjournment was not necessary in light of the approval of Proposals 1 through 4 at the Special Meeting. The voting results for the adjournment proposal were as follows:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 245,631,909 | 50,197,851 | 1,346,944 | N/A |
The foregoing description of the amendments to the WDT Charter does not purport to be complete and is qualified in its entirety by reference to the Certificate of Amendment to the WDT Charter, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.07.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Western Digital Corporation. | |
| 99.1 | Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Western Digital Technologies, Inc. | |
| 104 | Cover Page Interactive Data File (embedded with 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, hereunto duly authorized.
| Western Digital Corporation | ||||||
| (Registrant) | ||||||
| By: | /s/ Cynthia Tregillis | |||||
| Date: May 14, 2024 | Cynthia Tregillis | |||||
| Senior Vice President, Chief Legal Officer and Secretary | ||||||