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
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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 ExperienceprintDirector Nominations, Board Refreshment and DiversityBoards Role and ResponsibilitiesRisk Oversight and Compensation Risk AssessmentprintCorporate Responsibility and SustainabilityprintStockholder EngagementprintBoard StructureBoard Processes and PoliciesBoard and Committee EvaluationsprintDirector 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 EngagementprintFiscal 2024 Decisions Following Stockholder EngagementprintExecutive Compensation Philosophy, Objectives and ProcessprintFiscal 2023 Decisions and OutcomesprintOther Program Features and PoliciesprintExecutive Compensation Tables and NarrativesFiscal 2021-2023 Summary Compensation TableprintFiscal 2023 Grants of Plan-Based Awards TableprintDescription of Compensation Arrangements for Named Executive OfficersprintOutstanding Equity Awards at Fiscal 2023 Year-End TableprintFiscal 2023 Option Exercises and Stock Vested TableprintFiscal 2023 Non-Qualified Deferred Compensation TableprintPotential Payments upon Termination or Change in ControlprintCEO 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 MeetingprintAvailability of Annual ReportCommunication with our CompanyAppendix ANon-GAAP Financial Measures A-1Appendix BAmended and Restated 2021 Long-Term Incentive Plan B-1