WESTERN DIGITAL CORP — Proxy Solicitation & Information Statement 2016

Sep 22, 2016

DEFA14A 1 wdc-defa14a_110416.htm ADDITIONAL MATERIAL

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.)

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

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☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☐ Definitive Proxy Statement

☒ Definitive Additional Materials

☐ Soliciting Material under Rule 14a-12

WESTERN DIGITAL CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than Registrant)

| Payment
of Filing Fee (Check the appropriate box): — ☒ | No
fee required. | |
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| ☐ | Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |
| | (1) | Title of each class of
securities to which transaction applies: |
| | (2) | Aggregate
number of securities to which transaction applies: |
| | (3) | Per
unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined): |
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maximum aggregate value of transaction: |
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paid previously with preliminary materials. | |
| ☐ | Check
box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the
offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form
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* Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on November 4, 2016.

| WESTERN DIGITAL
CORPORATION | Meeting
Information — Meeting
Type: For
holders as of: | Annual
Meeting September
8, 2016 |
| --- | --- | --- |
| | Date: November 4, 2016 Time: 8:00 a.m., PDT | |
| | Location: | 3333
Michelson Drive Irvine, California 92612 |
| 3355 MICHELSON DRIVE, SUITE 100 IRVINE, CA 92612 | Directions: | 1-949-672-7000 |
| | You
are receiving this communication because you hold shares in the company named above. This
is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the
more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side). We
encourage you to access and review all of the important information contained in the proxy materials before voting. | |
| | See
the reverse side of this notice to obtain proxy materials and voting instructions. | |

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Before You Vote

How to Access the Proxy Materials

| Proxy Materials Available
to VIEW or RECEIVE: | | |
| --- | --- | --- |
| NOTICE AND PROXY
STATEMENT 2016 ANNUAL REPORT | | |
| How
to View Online: Have
the information that is printed in the box marked by the arrow (located
on the following page) and visit: www.proxyvote.com. | | |
| How
to Request and Receive a PAPER or E-MAIL Copy: If
you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the
following methods to make your request: | | |
| 1) | BY INTERNET : | www.proxyvote.com |
| 2) | BY TELEPHONE : | 1-800-579-1639 |
| 3) | BY E-MAIL* : | sendmaterial@proxyvote.com |
| * If
requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located
on the following page) in the subject line. | | |
| Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please
make the request as instructed above on or before October 23, 2016 to facilitate timely delivery. | | |

How To Vote

Please Choose One of the Following Voting Methods

| Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. |
| --- |
| Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the
following page) available and follow the instructions. |
| Vote By Mail: You can vote by mail by requesting a paper copy
of the materials, which will include a proxy card. |
| Voting Deadline: If you vote by Internet or Mail, your vote
must be received by 11:59 PM Eastern Time on November 3, 2016. Participants in the Western Digital Corporation 401(k) Plan
must provide voting instructions for the shares in their plan account by 11:59 PM Eastern Time on November 1, 2016 to allow
sufficient time for the plan trustee to vote the shares prior to the meeting. |

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Voting Items

The Board of Directors recommends a vote FOR each of the following nominees:

1.
1a.	Martin I. Cole
1b.	Kathleen A. Cote
1c.	Henry T. DeNero
1d.	Michael D. Lambert
1e.	Len J. Lauer
1f.	Matthew E. Massengill
1g.	Sanjay Mehrotra
1h.	Stephen D. Milligan
1i.	Paula A. Price

The Board of Directors recommends a vote FOR Proposals 2 and 3:

| 2. | To approve on an advisory basis
the named executive officer compensation disclosed in the Proxy Statement; and |
| --- | --- |
| 3. | To ratify the appointment of KPMG LLP as the independent
registered public accounting firm for the Company for the fiscal year ending June 30, 2017. |

In their discretion, the Proxies are authorized to vote on such other business as may properly come before the meeting and any postponement or adjournment of the meeting.

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