WDC DEF 14A DEF-14A Report Nov. 15, 2023 | Alphaminr
WESTERN DIGITAL CORP

WDC DEF 14A Report ended Nov. 15, 2023

WESTERN DIGITAL CORP
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PROXIES
DEF 14A
Filed on Oct. 7, 2024
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Filed on March 29, 2024
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Filed on Oct. 5, 2023
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Filed on Oct. 3, 2022
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Filed on Oct. 4, 2021
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Filed on Oct. 5, 2020
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Filed on Oct. 1, 2019
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Filed on Sept. 28, 2018
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Filed on Sept. 18, 2017
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Filed on Sept. 22, 2016
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Filed on Sept. 23, 2015
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Filed on Sept. 23, 2014
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Filed on Sept. 27, 2013
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Filed on Sept. 27, 2012
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Filed on Sept. 27, 2011
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Filed on Sept. 28, 2010
TABLE OF CONTENTS
Letter from Our Chair and Lead Independent DirectorNotice of Annual Meeting of StockholdersProxy SummaryCorporate Governance MattersPROPOSAL 1: Election of DirectorsNominees for ElectionDirector Skills and ExperienceDirector Nominations, Board Refreshment and DiversityBoards Role and ResponsibilitiesRisk Oversight and Compensation Risk AssessmentCorporate Responsibility and SustainabilityStockholder EngagementBoard StructureBoard Processes and PoliciesBoard and Committee EvaluationsDirector CompensationExecutive OfficersExecutive CompensationPROPOSAL 2: Advisory Vote on Named Executive Officer CompensationLetter to Stockholders from the Compensation and Talent CommitteeReport of the Compensation and Talent CommitteeCompensation Discussion and AnalysisOverview and Stockholder EngagementFiscal 2024 Decisions Following Stockholder EngagementExecutive Compensation Philosophy, Objectives and ProcessFiscal 2023 Decisions and OutcomesOther Program Features and PoliciesExecutive Compensation Tables and NarrativesFiscal 2021-2023 Summary Compensation TableFiscal 2023 Grants of Plan-Based Awards TableDescription of Compensation Arrangements for Named Executive OfficersOutstanding Equity Awards at Fiscal 2023 Year-End TableFiscal 2023 Option Exercises and Stock Vested TableFiscal 2023 Non-Qualified Deferred Compensation TablePotential Payments upon Termination or Change in ControlCEO Pay RatioPay Versus PerformanceSay on Pay Frequency ProposalPROPOSAL 3: Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer CompensationEquity Plan ProposalPROPOSAL 4: Approval of the Amendment and Restatement of our 2021 Long-Term Incentive Plan to Increase by 2.35 Million the Number of Shares of Our Common Stock Available for Issuance Under that PlanEquity Compensation Plan InformationStock Ownership InformationAudit Committee MattersPROPOSAL 5: Ratification of Appointment of our Independent Registered Public Accounting FirmReport of the Audit CommitteeAdditional InformationGeneral Information About the Annual MeetingVirtual Annual MeetingAvailability of Annual ReportCommunication with our CompanyAppendix ANon-GAAP Financial Measures A-1Appendix BAmended and Restated 2021 Long-Term Incentive Plan B-1