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

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)		(IRS Employer Identification No.)

3355 Michelson Drive, Suite 100 Irvine, California		92612
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (949) 672-7000

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:

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2011 annual meeting of the stockholders of Western Digital Corporation (the “Company”) was held on November 10, 2011. Results of the voting at the meeting are set forth below.

Election of Directors. The stockholders elected the following ten directors to hold office until the next annual meeting of the Company and until their successors are elected and qualified. The voting results were as follows:

		For				Against				Abstain				Broker Non-Votes
Kathleen A. Cote			169,783,558				584,792				107,625				19,201,899
John F. Coyne			169,093,292				1,274,472				108,211				19,201,899
Henry T. DeNero			168,713,032				1,647,556				115,387				19,201,899
William L. Kimsey			169,790,533				572,915				112,527				19,201,899
Michael D. Lambert			166,557,967				3,802,806				115,202				19,201,899
Len J. Lauer			169,197,044				1,093,197				185,734				19,201,899
Matthew E. Massengill			168,816,162				1,537,267				122,546				19,201,899
Roger H. Moore			168,032,287				2,334,129				109,559				19,201,899
Thomas E. Pardun			152,489,893				17,860,339				125,743				19,201,899
Arif Shakeel			168,854,366				1,501,520				120,089				19,201,899

Advisory Vote on Named Executive Officer Compensation. The stockholders voted to approve, on an advisory basis, the named executive officer compensation described in the proxy statement for the annual meeting. The voting results were as follows:

For		Against		Abstain		Broker Non-Votes
162,062,291		7,726,826		686,858		19,201,899

Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation. The stockholders selected, on an advisory basis, one year (rather than two years or three years) as the preferred frequency of future advisory votes on named executive officer compensation. The voting results were as follows:

One Year		Two Years		Three Years		Abstain		Broker Non-Votes
151,159,321		294,346		18,250,021		772,287		19,201,899

After considering the results of the foregoing advisory vote on the frequency of future advisory votes on named executive officer compensation, the Company’s Board of Directors has decided that it will include an advisory vote on the compensation paid to the Company’s named executive officers in its proxy materials every year until the next required vote on the frequency of future advisory votes on executive compensation, which will occur no later than the Company’s annual meeting of stockholders in 2017.

Appointment of KPMG LLP as Independent Registered Public Accounting Firm. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending June 29, 2012. The voting results were as follows:

For		Against		Abstain
187,531,476		2,070,995		75,403

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.