8-K

Western Digital Corporation

Date: May 24, 2024

/s/ Cynthia Tregillis

Cynthia Tregillis

Senior Vice President, Chief Legal Officer
and Secretary

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 20, 2024

LOGO

WESTERN DIGITAL CORPORATION

(Exact Name of Registrant as Specified in its Charter)


Delaware	001-08703	33-0956711
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)


5601 Great Oaks Parkway
San Jose, California		95119
(Address of Principal Executive Offices)		(Zip Code)

(408) 717-6000

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading
Symbol(s)

Name of each exchange
on which registered

Common Stock, $0.01 Par Value Per Share

WDC

The Nasdaq Stock Market LLC

(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 20, 2024, following its annual review of our executives’ compensation levels, the Compensation and Talent Committee of the Board of Directors of Western Digital Corporation (the “Company”) approved compensation adjustments for Wissam G. Jabre, the Company’s Chief Financial Officer, and Robert W. Soderbery, the Company’s Executive Vice President and General Manager, Flash, effective as of June 29, 2024. The table below sets forth the adjusted annual base salary and annual long-term incentive (“LTI”) target percentage amounts, as a percentage of annual base salary, for each of the foregoing executive officers.


Name	Position	Annual Base Salary	Annual LTI Target %

Wissam G. Jabre	Chief Financial Officer	$725,000	600%
Robert W. Soderbery	Executive Vice President and General Manager, Flash	$750,000	600%

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

SEC Form 8-K filed by Western Digital Corporation