Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.Western Digital Corporation (the "Company") held its annual meeting of stockholders (the "Annual Meeting") onNovember 16, 2021 . At the Annual Meeting, as discussed below, the Company's stockholders approved theWestern Digital Corporation 2021 Long-Term Incentive Plan (the "2021 Plan"). A description of the terms and conditions of the 2021 Plan is included in the section entitled "Equity Plan Proposal" in the Company's definitive proxy statement filed with theSecurities and Exchange Commission onOctober 4, 2021 (the "Proxy Statement"), which section is incorporated herein by reference. Such description is qualified in its entirety by reference to the full text of the 2021 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Results of the voting at the Annual Meeting are set forth below.
Election of Directors. The stockholders elected the following nine directors to hold office until the next annual meeting of stockholders and until their respective successors are duly elected and qualified. The voting results were as follows: For Against Abstain Broker Non-Votes Kimberly E. Alexy 211,965,081 8,614,148 281,280 41,308,082 Dr. Thomas H. Caulfield 218,621,643 1,957,203 281,663 41,308,082 Martin I. Cole 207,001,201 13,563,738 295,570 41,308,082 Tunç Doluca 214,561,713 5,985,650 313,146 41,308,082 David V. Goeckeler 219,141,897 1,476,261 242,351 41,308,082 Matthew E. Massengill 202,673,812 10,874,770 7,311,927 41,308,082 Paula A. Price 208,484,711 12,099,548 276,250 41,308,082 Stephanie A. Streeter 194,063,163 26,516,218 281,128 41,308,082 Miyuki Suzuki 218,605,477 1,982,643 272,389 41,308,082
Advisory Vote on Named Executive Officer Compensation. The stockholders approved, on an advisory basis, the named executive officer compensation described in the Proxy Statement. The voting results were as follows:
For Against Abstain Broker Non-Votes 181,386,320 38,780,778 693,411 41,308,082
Approval of the 2021 Plan. As described in more detail in Item 5.02 above, the stockholders approved the 2021 Plan. The voting results were as follows:
For Against Abstain Broker Non-Votes 196,493,231 23,897,240 470,038 41,308,082
Ratification of Appointment ofKPMG LLP as Independent Registered Public Accounting Firm. The stockholders ratified the appointment ofKPMG LLP as the Company's independent registered public accounting firm for fiscal 2022. The voting results were as follows: For Against Abstain 239,825,447 21,981,918 361,226 2
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1Western Digital Corporation 2021 Long-Term Incentive Plan, adopted as ofAugust 18, 2021 104 Cover Page Interactive Data File (embedded with the Inline XBRL document) 3
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