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WESTERN DIGITAL CORP Proxy Solicitation & Information Statement 2021

Oct 4, 2021

30166_rns_2021-10-04_d6649bfd-ae47-4e44-b62e-d4abd1ef258f.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 wdc3885671-defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A

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

CHECK THE APPROPRIATE BOX:
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 the Registrant)

| PAYMENT OF FILING FEE (CHECK THE APPROPRIATE
BOX): | |
| --- | --- |
| ☑ | No fee
required. |
| ☐ | 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): |
| | 4)
Proposed maximum aggregate value of transaction: |
| | 5) Total fee paid: |
| ☐ | Fee 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 or schedule and the
date of its filing. |
| | 1)
Amount previously paid: |
| | 2)
Form, Schedule or Registration Statement No.: |
| | 3)
Filing Party: |
| | 4) Date
Filed: |

5601 GREAT OAKS PARKWAY SAN JOSE, CA 95119
D59276-P61040

You invested in WESTERN DIGITAL CORPORATION and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the stockholder meeting to be held on November 16, 2021.

Get informed before you vote View the Notice and Proxy Statement and 2021 Annual Report online OR you can receive a free paper or email copy of the material(s) by requesting prior to November 2, 2021. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to [email protected]. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

Control #
Smartphone users Point your camera here and vote without entering a control number
Virtually at: www.virtualshareholdermeeting.com/WDC2021 Vote Before the Meeting at proxyvote.com by November 15, 2021 11:59 p.m., ET For shares held in the Western Digital Corporation 401(k) Plan, vote by November 11, 2021 11:59 p.m., ET

*Please check the meeting materials for any special requirements for meeting attendance.

Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters.

Voting Items — 1. Election of Directors Board Recommends
1a. Kimberly E. Alexy For
1b. Thomas H. Caulfield For
1c. Martin I. Cole For
1d. Tunç Doluca For
1e. David V. Goeckeler For
1f. Matthew E. Massengill For
1g. Paula A. Price For
1h. Stephanie A. Streeter For
1i. Miyuki Suzuki For
2. Approval on an advisory basis of the named executive officer compensation disclosed in the Proxy Statement. For
3. Approval of our 2021 Long-Term Incentive Plan. For
4. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2022. For
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.

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”.

D59277-P61040