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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
New WD Logo_cropped.jpg
WESTERN DIGITAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware001-0870333-0956711
(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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.01 Par Value Per ShareWDC
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
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