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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Western Digital    WDC

WESTERN DIGITAL

(WDC)
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WESTERN DIGITAL CORP : Change in Directors or Principal Officers, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits (form 8-K)

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11/14/2019 | 04:37pm EST

Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

Amended and Restated 2017 Performance Incentive Plan

The Board of Directors (the "Board") of Western Digital Corporation (the "Company") previously adopted an amendment and restatement of the Western Digital Corporation 2017 Performance Incentive Plan (the "2017 Plan"), subject to approval by the Company's stockholders. As disclosed in Item 5.07 of this Form 8-K, the Company's stockholders approved the amendment and restatement of the 2017 Plan on November 14, 2019. Among other things, the amendment and restatement of the 2017 Plan reflects amendments to:

    (i) increase the number of shares of the Company's common stock available for
        award grants under the 2017 Plan by 6,000,000 shares, from 88,950,584
        shares to a new maximum aggregate limit of 94,950,584 shares; and


    (ii) increase the number of shares of the Company's common stock that may be
         delivered under the 2017 Plan pursuant to stock options qualified as
         incentive stock options under the Internal Revenue Code by an additional
         6,000,000 shares, from 85,837,248 shares to a new aggregate incentive
         stock option limit of 91,837,248 shares. These stock option awards count
         against, and are not in addition to, the aggregate share limit of
         94,950,584 shares referenced in (i) above.

The Board, one or more committees appointed by the Board, or an officer to whom the Board or a Board committee has delegated certain of its authority, administers the 2017 Plan. The Board has delegated general administrative authority for the 2017 Plan to the Compensation Committee of the Board, except the Board retains administrative authority with respect to awards granted to non-employee members of the Board. The administrator of the 2017 Plan has broad authority under the plan to, among other things, select participants and determine the type(s) of award(s) that they are to receive, and determine the number of shares that are to be subject to awards and the terms and conditions of awards, including the price (if any) to be paid for the shares or the award.

Persons eligible to receive awards under the 2017 Plan include officers or employees of the Company or any of its subsidiaries, members of the Board, and certain consultants and advisors to the Company or any of its subsidiaries.

The maximum number of shares of the Company's common stock that may be issued or transferred pursuant to awards under the 2017 Plan, as amended and restated, equals:

  (i) 94,950,584 shares of the Company's common stock, plus


    (ii) the number of any shares of the Company's common stock subject to stock
         options outstanding under the SanDisk Corporation 2013 Incentive Plan
         (which was assumed by the Company in May 2016 and is referred to herein
         as the "SanDisk Plan") as of August 7, 2019 which expire, or for any
         reason are cancelled or terminated, after August 7, 2019 without being
         exercised, plus


    (iii) 1.72 times the number of any shares of the Company's common stock
          subject to restricted share unit awards outstanding and unvested under
          the SanDisk Plan as of August 7, 2019 which are forfeited, terminated,
          cancelled, or otherwise reacquired after August 7, 2019 without having
          become vested.

As of August 7, 2019, a total of 11,378,953 shares of Company common stock were subject to outstanding awards granted under the 2017 Plan, a total of 17,770,439 shares of Company common stock were available for new award grants under the 2017 Plan (before giving effect to the 6,000,000 share increase approved by the Company's stockholders on November 14, 2019, but after taking into account shares previously issued or transferred pursuant to awards under the 2017 Plan), 373,142 shares of Company common stock were subject to stock options outstanding under the SanDisk Plan and 1,638,029 shares of Company common stock were subject to outstanding and unvested restricted share unit awards under the SanDisk Plan. Shares issued in respect of any "full-value award" (generally, any award other than a stock option or stock appreciation right) granted under the 2017 Plan will continue to be counted against the share limit described above as 1.72 shares for every one share actually issued in connection with the award.

To the extent that an award is settled in cash or a form other than shares, the shares that would have been delivered had there been no such cash or other settlement will not be counted against the shares available for


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issuance under the 2017 Plan. In the event that shares are delivered in respect of a dividend equivalent right, only the actual number of shares delivered with respect to the award shall be counted against the share limits of the 2017 Plan. To the extent that shares are delivered pursuant to the exercise of a stock appreciation right or stock option, the number of underlying shares as to which the exercise relates shall be counted against the applicable share limits, as opposed to only counting the shares actually issued. Shares that are reacquired or withheld by the Company to pay the exercise price of an award granted under the 2017 Plan or the SanDisk Plan, shares reacquired or withheld to satisfy the tax withholding obligations related to any award under the 2017 Plan or the SanDisk Plan, and shares purchased on the open market with the cash proceeds from the exercise of stock options, will not be available for subsequent awards under the 2017 Plan except as described in the next sentence. Shares that are reacquired or withheld by the Company on or after November 7, 2018 as full or partial payment in connection with any full-value award granted under the 2017 Plan or the SanDisk Plan, and shares reacquired or withheld on or after November 7, 2018 to satisfy the tax withholding obligations related to any full-value award under the 2017 Plan or the SanDisk Plan, will again be available for subsequent awards under the 2017 Plan. Shares that are subject to or underlie awards that expire or for any reason are cancelled or terminated, are forfeited, fail to vest, or for any other reason are not paid or delivered under the 2017 Plan will again be available for subsequent awards under the 2017 Plan. In addition, the 2017 Plan generally provides that shares issued in connection with awards that are granted by or become obligations of the Company through the assumption of awards (or in substitution for awards) in connection with an acquisition of another company will not count against the shares available for issuance under the 2017 Plan.

The types of awards that may be granted under the 2017 Plan include stock options, stock appreciation rights, restricted stock, stock bonuses, performance stock, stock units, phantom stock, dividend equivalents and similar awards, which are granted or denominated in shares of the Company's common stock, as well as cash bonus awards.

As is customary in incentive plans of this nature, each share limit and the number and kind of shares available under the 2017 Plan and any outstanding awards, as well as the exercise or purchase price of awards, and the performance targets under certain types of performance-based awards, are subject to adjustment in the event of certain reorganizations, mergers, combinations, recapitalizations, stock splits, stock dividends, or other similar events that change the number or kind of shares outstanding, and extraordinary dividends or distributions of property to the stockholders.

The foregoing summary of the 2017 Plan is qualified in its entirety by reference to the text of the 2017 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

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

The annual meeting of stockholders of the Company was held on November 14, 2019. Results of the voting at the annual meeting of stockholders are set forth below.

Election of Directors. The stockholders elected the following eight directors to serve 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         205,180,909       11,628,915       225,937          39,464,320
Martin I. Cole            202,407,974       14,417,220       210,567          39,464,320
Kathleen A. Cote          211,277,743       5,539,344        218,674          39,464,320
Tunç Doluca               215,535,436       1,267,161        233,164          39,464,320
Len. J. Lauer             212,777,167       4,024,615        233,979          39,464,320
Matthew E. Massengill     214,836,063       1,999,908        199,790          39,464,320
Stephen D. Milligan       210,360,960       6,485,101        189,700          39,464,320
Stephanie A. Streeter     214,891,787       1,919,100        224,874          39,464,320


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Advisory Vote on Named Executive Officer Compensation. The stockholders approved, on an advisory basis, the named executive officer compensation described in the Company's definitive proxy statement for the annual meeting of stockholders filed with the Securities and Exchange Commission on October 1, 2019. The voting results were as follows:

For Against Abstain Broker Non-Votes 199,504,160 17,000,140 531,461 39,464,320

Approval of the Amended and Restated 2017 Plan. As described in more detail in Item 5.02 above, the stockholders approved the amendment and restatement of the 2017 Plan. The voting results were as follows:

For Against Abstain Broker Non-Votes 201,449,020 15,325,270 261,471 39,464,320

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 2020. The voting results were as follows:


    For        Against     Abstain
245,247,917   11,016,319   235,845


Item 9.01 Financial Statements and Exhibits.

(d) The following exhibits are filed as a part of this report.


 Exhibit
   No.           Description

   10.1            Western Digital Corporation Amended and Restated 2017 Performance
                 Incentive Plan

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)


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© Edgar Online, source Glimpses

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