Western Digital (WDC) Proxy filing summary

Executive summary

• FY2026 was the first full fiscal year as an HDD-focused business; revenue was $12.919B vs. $9.520B in FY2025, while GAAP operating income was $4.453B vs. $2.334B.

• The Chair cited strong free cash flow, share repurchases and quarterly dividends, alongside balance-sheet strengthening and investment capacity.

• Annual meeting set for Nov. 20, 2026, online; the Board recommends FOR all nine directors, advisory say-on-pay and KPMG LLP’s FY2027 appointment.

Voting matters and shareholder proposals

• Proposal 1 elects nine directors annually; nominees require a majority of votes cast, and an incumbent who fails election must tender a resignation for Board review.

• Say-on-pay is advisory, requires a majority of shares represented and entitled to vote, and is scheduled annually; the next vote is expected at the 2027 meeting.

• KPMG ratification requires a majority of shares represented and entitled to vote; the Audit Committee will reconsider its selection if ratification fails.

• Record date is Sept. 22, 2026; proxy-inclusion proposals for the 2027 meeting are due by June 7, 2027.

Board of directors and corporate governance

• Eight of nine nominees are independent; leadership is split between independent Chair Martin I. Cole and CEO Irving Tan, with annual director elections by simple majority.

• Manuvir Das joined the Board in May 2026, bringing enterprise AI, cloud and data-infrastructure experience; three independent directors joined over the prior two years.

• The Board met eight times in FY2026; aggregate Board and committee attendance for directors standing for election averaged 96%.

• FY2026 governance changes included a one-public-board limit for SVP-level and higher executive leaders and higher stock ownership thresholds effective July 2026.

• FY2026 stockholder outreach contacted holders of ~65% of shares outstanding and held calls with holders of ~32%; feedback informed discussions on strategy, compensation, governance and sustainability.