WESTERN DIGITAL CORP - FORM 8-K

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WESTERN DIGITAL CORP Reports

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

Date of Report (Date of earliest event reported): November 10, 2011

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

Not applicable

(Former name or former address, if changed since last report.)

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:

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.


	Western Digital Corporation (Registrant)
	By:	/s/ Michael C. Ray
Date: November 14, 2011		Michael C. Ray
		Senior Vice President, General Counsel and Secretary

Broker Non-Votes