WESTERN DIGITAL CORP. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of Directors: David V. Goeckeler

WESTERN DIGITAL CORP.’s own tally for this item (“Elect Director: David V. Goeckeler”): 239,637,056 for, 3,568,150 against, per its Form 8-K filed November 17, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 108 asset managers below reported 107,056,638 for, 183 against, 11,180 abstained.

Showing the 25 largest of 108 asset managers. See all 108 in the interactive database.

Description as filed by funds: Election of Directors: Kimberly E. Alexy

WESTERN DIGITAL CORP.’s own tally for this item (“Elect Director: Kimberly E. Alexy”): 240,239,311 for, 2,840,778 against, per its Form 8-K filed November 17, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 108 asset managers below reported 107,056,638 for, 183 against, 11,180 abstained.

Showing the 25 largest of 108 asset managers. See all 108 in the interactive database.

Description as filed by funds: Election of Directors: Martin I. Cole

WESTERN DIGITAL CORP.’s own tally for this item (“Elect Director: Martin I. Cole”): 237,422,958 for, 5,642,402 against, per its Form 8-K filed November 17, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 108 asset managers below reported 106,719,758 for, 337,063 against, 11,180 abstained.

Showing the 25 largest of 108 asset managers. See all 108 in the interactive database.

Description as filed by funds: Election of Directors: Matthew E. Massengill

WESTERN DIGITAL CORP.’s own tally for this item (“Elect Director: Matthew E. Massengill”): 231,924,094 for, 11,180,097 against, per its Form 8-K filed November 17, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 108 asset managers below reported 106,889,539 for, 167,282 against, 11,180 abstained.

Showing the 25 largest of 108 asset managers. See all 108 in the interactive database.

Description as filed by funds: Election of Directors: Miyuki Suzuki

WESTERN DIGITAL CORP.’s own tally for this item (“Elect Director: Miyuki Suzuki”): 234,349,605 for, 8,697,806 against, per its Form 8-K filed November 17, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 108 asset managers below reported 104,927,925 for, 2,128,896 against, 11,180 abstained.

Showing the 25 largest of 108 asset managers. See all 108 in the interactive database.

Description as filed by funds: Election of Directors: Reed B. Rayman

WESTERN DIGITAL CORP.’s own tally for this item (“Elect Director: Reed B. Rayman”): 235,308,069 for, 7,758,000 against, per its Form 8-K filed November 17, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 108 asset managers below reported 106,896,855 for, 159,966 against, 11,180 abstained.

Showing the 25 largest of 108 asset managers. See all 108 in the interactive database.

Description as filed by funds: Election of Directors: Stephanie A. Streeter

WESTERN DIGITAL CORP.’s own tally for this item (“Elect Director: Stephanie A. Streeter”): 230,365,752 for, 12,689,263 against, per its Form 8-K filed November 17, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 108 asset managers below reported 104,550,427 for, 2,506,394 against, 11,180 abstained.

Showing the 25 largest of 108 asset managers. See all 108 in the interactive database.

Description as filed by funds: Election of Directors: Thomas Caulfield

WESTERN DIGITAL CORP.’s own tally for this item (“Elect Director: Thomas Caulfield”): 233,118,567 for, 9,923,351 against, per its Form 8-K filed November 17, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 108 asset managers below reported 104,927,925 for, 2,128,896 against, 11,180 abstained.

Showing the 25 largest of 108 asset managers. See all 108 in the interactive database.

Description as filed by funds: Election of Directors: Tunc Doluca

WESTERN DIGITAL CORP.’s own tally for this item (“Elect Director: Tunç Doluca”): 237,858,753 for, 5,190,197 against, per its Form 8-K filed November 17, 2023 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “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.”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 108 asset managers below reported 106,719,758 for, 337,063 against, 11,180 abstained.

Showing the 25 largest of 108 asset managers. See all 108 in the interactive database.

Description as filed by funds: APPROVAL OF AN AMENDMENT OF THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WESTERN DIGITAL TECHNOLOGIES, INC., TO REMOVE THE PROVISION THAT REQUIRES THE APPROVAL OF WESTERN DIGITAL CORPORATION'S STOCKHOLDERS, IN ADDITION TO THE VOTE OF WESTERN DIGITAL CORPORATION (AS SOLE STOCKHOLDER), IN ORDER FOR WESTERN DIGITAL TECHNOLOGIES, INC. TO TAKE CERTAIN ACTIONS.

The 112 asset managers below reported 102,994,445 for, 10,351 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 112 asset managers. See all 112 in the interactive database.

Description as filed by funds: Approval of an amendment to Western Digital Corporation's Amended and Restated Certificate of Incorporation to provide for the elimination of certain officers' personal liability for monetary damages stemming from breaches of the duty of care as permitted by Section 102(b)(7) of the General Corporation Law of the State of Delaware.

The 112 asset managers below reported 99,121,966 for, 3,872,478 against, 10,351 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 112 asset managers. See all 112 in the interactive database.

Description as filed by funds: APPROVAL OF AN AMENDMENT TO WESTERN DIGITAL TECHNOLOGIES, INC.'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO PROVIDE FOR THE ELIMINATION OF CERTAIN OFFICERS' PERSONAL LIABILITY FOR MONETARY DAMAGES STEMMING FROM BREACHES OF THE DUTY OF CARE AS PERMITTED BY SECTION 102(B)(7) OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE.

The 112 asset managers below reported 99,120,474 for, 3,873,970 against, 10,351 abstained. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 112 asset managers. See all 112 in the interactive database.

Description as filed by funds: Amend Charter to Remove Pass-Through Voting Provision

WESTERN DIGITAL CORP.’s own tally for this item (“3. Amendment to the Charter of Western Digital Technologies, Inc., a wholly-owned subsidiary of the Company ( " WDT " ), to Remove the Pass-Through Voting Provision”): 258,656,753 for, 1,848,531 against — passed, per its Form 8-K filed May 14, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Stockholders voted to approve an amendment to the Amended and Restated Certificate of Incorporation of WDT (the "WDT Charter") to remove the provision that requires the approval of the Company's Stockholders, in addition to the vote of the Company (as sole stockholder of WDT), in order for WDT …”
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 4 asset managers below reported 43,975 for.

Description as filed by funds: APPROVAL OF AN AMENDMENT TO WESTERN DIGITAL CORPORATION'S AMENDED AND RESTATED CERTIFICATE OF INCORPORATION TO INCREASE THE NUMBER OF AUTHORIZED SHARES OF WESTERN DIGITAL CORPORATION COMMON STOCK FROM 450,000,000 SHARES TO 750,000,000 SHARES.

WESTERN DIGITAL CORP.’s own tally for this item (“1. Authorized Shares Amendment”): 269,951,232 for, 10,121,745 against, per its Form 8-K filed May 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 112 asset managers below reported 102,875,107 for, 129,689 against.

Showing the 25 largest of 112 asset managers. See all 112 in the interactive database.

Description as filed by funds: ADJOURNMENT OF THE SPECIAL MEETING FROM TIME TO TIME TO SOLICIT ADDITIONAL PROXIES IN FAVOR OF PROPOSALS 1-4 OR IF OTHERWISE DETERMINED BY THE CHAIR OF THE SPECIAL MEETING TO BE NECESSARY OR APPROPRIATE.

WESTERN DIGITAL CORP.’s own tally for this item (“5. Adjournment of the Special Meeting”): 245,631,909 for, 50,197,851 against — passed, per its Form 8-K filed May 14, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 5: Adjournment of the Special Meeting”
Support: 83% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 112 asset managers below reported 84,038,868 for, 18,955,577 against, 10,351 abstained.

Showing the 25 largest of 112 asset managers. See all 112 in the interactive database.

Description as filed by funds: Approval of an amendment and restatement of our 2021 Long- Term Incentive Plan to increase by 2.35 million the number of shares of our common stock available for issuance under that plan.

WESTERN DIGITAL CORP.’s own tally for this item (“4. Approval of the Equity Plan”): 227,650,488 for, 15,594,850 against — passed, per its Form 8-K filed November 17, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders voted to approve, on an advisory basis, holding future advisory votes on named executive officer compensation every year.”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 110 asset managers below reported 106,007,137 for, 1,002,349 against, 87,506 abstained.

Showing the 25 largest of 110 asset managers. See all 110 in the interactive database.

Description as filed by funds: Approval on an advisory basis of the named executive officer compensation disclosed in the Proxy Statement.

WESTERN DIGITAL CORP.’s own tally for this item (“2. Advisory Vote on Named Executive Officer Compensation”): 225,501,573 for, 17,444,703 against — passed, per its Form 8-K filed November 17, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders approved, on an advisory basis, the named executive officer compensation described in the Proxy Statement.”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 106 managers: 105,965,114 for, 1,091,477 against, 11,180 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 483 managers: 127,002,339 for, 11,281,193 against, 15 withheld, 1,021,795 abstained, 4,217 not voted, 390,960 1 year. Showing the 25 largest; see all in the interactive database.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice). The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Fund voting reports, all 104 managers: 97,789 for, 11,180 abstained, 104,501,401 1 year, 2,409,201 3 year. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 444 managers: 472,514 for, 22,359 against, 15 withheld, 1,021,795 abstained, 3,817 not voted, 131,186,889 1 year, 2,961,429 3 year, 1,098 unknown, 209 2 year. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: RATIFICATION OF THE APPOINTMENT OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR FISCAL 2024.

WESTERN DIGITAL CORP.’s own tally for this item (“5. Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm”): 268,543,170 for, 14,394,197 against — passed, per its Form 8-K filed November 17, 2023 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders ratified the appointment of KPMG LLP as the Company's independent registered public accounting firm for fiscal 2024.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 109 asset managers below reported 106,796,593 for, 260,228 against, 87,406 abstained.

Showing the 25 largest of 109 asset managers. See all 109 in the interactive database.