Western Digital Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect nine director nominees to serve until the 2027 annual meeting and until their successors are duly elected and qualified.

2. 2

   Advisory Vote on Named Executive Officer Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation paid to Western Digital’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables, and accompanying narrative.

   More detail

   Proposal 2 asks stockholders to approve Western Digital’s named executive officer compensation on a non-binding advisory basis. The resolution covers the compensation disclosures required under SEC rules, including the Compensation Discussion and Analysis, compensation tables, and related narrative. The vote does not directly require the company or Board to change compensation, but the Board and Compensation and Talent Committee state that they will consider the outcome in future compensation decisions. Management is seeking approval as part of the company’s annual Say-on-Pay process, which Western Digital expects to continue holding every year. The company emphasizes that its program is designed to align executive and stockholder interests and to reward long-term value creation. For fiscal 2026, more than 90% of the CEO’s and 80% of other NEOs’ annual compensation was performance-based and at risk. The program uses annual short-term incentives tied primarily to non-GAAP operating income and revenue, while long-term awards combine PSUs and RSUs, with PSUs tied to adjusted free cash flow, non-GAAP EPS, and relative TSR. Fiscal 2026 STI payouts reached the 200% cap after the company achieved maximum performance on both financial metrics, although individual modifiers varied. The Board also cites robust oversight by the Compensation and Talent Committee, independent compensation consulting, stockholder engagement, ownership guidelines, clawback provisions, and anti-hedging and anti-pledging policies. The Board recommends a FOR vote, and approximately 94% of votes cast supported the company’s prior Say-on-Pay proposal at the 2025 annual meeting.

3. 3

   Ratification of Appointment of Our Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of KPMG LLP as Western Digital’s independent registered public accounting firm for fiscal 2027.

Upcoming shareholder meetings at Western Digital Corp’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Western Digital Corp 2026 annual meeting?

Western Digital Corp (WDC) holds its 2026 annual shareholder meeting on Friday, November 20, 2026.

What is the record date for the Western Digital Corp 2026 meeting?

The record date for the Western Digital Corp 2026 meeting is Tuesday, September 22, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Western Digital Corp's 2026 meeting?

The board is presenting 9 director nominees at the Western Digital Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Western Digital Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Western Digital Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.