UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

~~of the~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~November 3120, 2025

WESTERN DIGITAL CORPORATION

(Exact Name of Registrant as Specified in ~~Its~~its Charter)

Delaware

~~001-08703~~

~~33-0956711~~

001-08703

33-0956711

(State or Other Jurisdiction of Incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

(State or Other Jurisdictionof Incorporation)

(CommissionFile Number)

(I.R.S. EmployerIdentification No.)

5601 Great Oaks Parkway

95119

San Jose

California

(Address of Principal Executive Offices)

(Zip Code)

5601 Great Oaks Parkway San Jose, California		95119
(Address of Principal Executive Offices)		(Zip Code)

(408) 717-6000

(Registrant’s Telephone Number, Including Area Code)

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 (see General Instruction A.2. below):


			☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

			☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

			☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

			☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share	WDC	The Nasdaq Stock Market LLC
		(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
	Emerging growth company	☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $.01 Par Value Per Share		WDC		The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnAmended ~~October 31, 2025, the Board of Directors (the “Board”) of Western Digital Corporation (the “Company”) unanimously appointed Brad Feller as Senior Vice President~~ and ~~Chief~~Restated ~~Accounting~~2005 ~~Officer~~Employee ofStock ~~the~~Purchase Company, effective November 14, 2025, to succeed Gene M. Zamiska, who currently serves as the Company’s Senior Vice President, Global Accounting and Chief Accounting Officer. Mr. Feller will also assume the role of principal accounting officer at that time.Plan

~~Mr. Feller,~~Western ~~51,~~Digital ~~served~~Corporation as(“the ~~senior~~Company”) ~~director~~held ofits ~~financial~~annual ~~operations~~meeting atof ~~Sacred~~stockholders ~~Heart~~(the ~~Community~~“Annual ~~Service,~~Meeting”) aon ~~non-profit~~November ~~organization~~20, ~~from March 2024 to October~~ 2025. ~~From~~At ~~January~~the ~~2023~~Annual ~~to April 2023~~Meeting, ~~he served~~ as ~~chief~~discussed ~~financial officer of Bright Machines~~below, ~~Inc.,~~the aCompany's ~~factory~~stockholders ~~automation~~approved ~~software~~the ~~company,~~amendment and ~~from~~restatement ~~April~~of ~~2021~~the toWestern ~~December~~Digital ~~2022,~~Corporation he2005 ~~served~~Employee asStock ~~chief~~Purchase ~~financial~~Plan ~~officer~~(as ofamended ~~Flex~~and ~~Logix Technologies~~restated, ~~Inc.,~~the a“ESPP”) ~~semiconductor~~to ~~chip~~increase ~~designing~~shares ~~company.~~available ~~From~~for ~~2014~~issuance tounder ~~2019,~~the heESPP ~~served~~by as8 ~~the~~million ~~chief~~shares ~~financial~~as ~~officer~~described ofin ~~Infinera~~the ~~Corporation,~~section anentitled ~~optical~~“ESPP ~~networking~~Proposal” ~~equipment~~in ~~company,~~the ~~and~~Company’s ~~from~~definitive ~~2012~~proxy tostatement ~~2013,~~filed hewith ~~served~~the asSecurities ~~interim~~and ~~chief~~Exchange ~~financial~~Commission ~~officer~~on ofOctober ~~Marvell Semiconductor~~6, ~~Inc.~~2025 ~~Prior~~(the to“Proxy ~~2012~~Statement”), ~~Mr. Feller~~which ~~served~~section inis ~~various~~incorporated ~~finance~~herein ~~positions~~by ofreference. ~~increasing~~The ~~responsibility~~ESPP athad ~~Marvell~~been ~~Semiconductor~~previously approved, ~~Inc.~~subject ~~and~~to ~~Integrated~~stockholder ~~Device~~approval, ~~Technology~~by ~~Inc.~~the ~~Mr. Feller~~Board ~~began~~of ~~his~~Directors ~~career~~of atthe ~~Ernst &~~Company ~~Young~~on ~~LLP.~~August 27, 2025.

InThe ~~connection~~foregoing ~~with~~description ~~his~~and ~~appointment as~~ the ~~Company’s~~description ~~Senior~~incorporated ~~Vice~~by ~~President~~reference ~~and~~from ~~Chief~~the ~~Accounting~~Proxy ~~Officer,~~Statement ~~Mr. Feller~~are ~~will~~qualified ~~receive~~in antheir ~~annual~~entirety ~~base~~by ~~salary~~reference ofto ~~$425,000 and a target bonus opportunity under~~ the ~~Company’s~~ESPP, ~~short-term incentive plan of 75% of annual base salary. Mr. Feller will also receive~~ a ~~signing~~copy ~~bonus~~ of ~~$300,000,~~ which is ~~subject~~filed toas ~~repayment~~Exhibit ~~if Mr~~10. ~~Feller’s~~1 ~~employment~~to isthis ~~terminated~~report ~~before~~and ~~the~~incorporated ~~two-year~~herein ~~anniversary~~by ~~of the payment date (unless the Company terminates Mr~~reference. ~~Feller’s employment without “Cause” as defined in the Company’s Executive Severance Plan).~~

~~Mr.~~Item ~~Feller will receive a sign-on restricted stock unit (“RSU”) award with a grant date value of $1,500,000~~5.07 Submission ~~Subject to Mr. Feller’s continued employment with the Company, the RSU award will vest based on the following schedule: 25%~~ of ~~the~~Matters ~~award will vest in November 2026, and the remaining award will vest in 12 substantially equal installments of 6.25% every three months thereafter. Subject~~ to ~~approval~~a byVote ~~the Compensation and Talent Committee~~ of ~~the~~Security ~~Board, Mr~~Holders. ~~Feller will also be eligible to receive an annual equity award for the Company’s fiscal year 2027 with a grant date value equal to $900,000.~~

InResults ~~accordance with the Company’s customary practice, the Company will enter into its standard form~~ of ~~indemnification agreement with Mr. Feller, which agreement has previously been filed with~~ the ~~Securities~~voting ~~and~~at ~~Exchange Commission. Mr. Feller will also be eligible to participate in~~ the ~~Company’s~~Annual ~~Executive~~Meeting ~~Severance~~are ~~Plan~~set ~~and~~forth ~~Change in Control Severance Plan~~below.

~~There~~Proposal ~~are~~1. noElection ~~arrangements~~of ~~or understandings between Mr~~Directors. ~~Feller~~ ~~and~~The ~~any~~stockholders ~~other~~elected ~~person~~the ~~pursuant~~following toeight ~~which~~directors ~~Mr. Feller was appointed~~ to ~~serve~~hold asoffice until the ~~Company’s~~next ~~Senior~~annual ~~Vice~~meeting ~~President~~of stockholders and ~~Chief~~until ~~Accounting~~their ~~Officer.~~respective ~~There~~successors are noduly ~~family~~elected ~~relationships~~and ~~between Mr~~qualified. ~~Feller~~ ~~and~~The ~~any~~voting ~~director~~results orwere ~~executive~~as ~~officer of the Company.~~ follows:


	For	Against	Abstain	Broker Non-Votes
Kimberly E. Alexy	264,481,304	1,533,260	514,584	35,817,282
Martin I. Cole	253,735,670	12,488,888	304,590	35,817,282
Tunç Doluca	263,423,107	2,798,551	307,490	35,817,282
Bruce E. Kiddoo	265,760,801	468,101	300,246	35,817,282
Matthew E. Massengill	258,014,808	8,279,071	235,269	35,817,282
Roxanne Oulman	265,896,142	335,490	297,516	35,817,282
Stephanie A. Streeter	250,186,653	16,046,289	296,206	35,817,282
Irving Tan	262,165,829	4,144,795	218,524	35,817,282

Proposal 2. 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
251,110,723	15,038,884	379,541	35,817,282

Proposal 3. Approval of the ESPP. As described in more detail in Item 5.02 above, the stockholders approved the ESPP. The voting results were as follows:


For	Against	Abstain	Broker Non-Votes
265,630,038	617,488	281,622	35,817,282

Proposal 4. Ratification of 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 fiscal 2026. The voting results were as follows:

For

Against

Abstain

Broker Non-Votes

287,281,853

14,718,956

345,621

N/A

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.						Description
10.1						W estern Digital Corporation Amended and Re stated 2005 Employee Stock Purchase Plan, amended and restated as of August 27, 2025
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

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/ Cynthia Tregillis

Cynthia Tregillis

Executive Vice President, Chief Legal Officer
and Secretary

Date: November 3 24, 2025

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