---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-138274"
form_type: "8-K"
ticker: "WDC"
cik: "0000106040"
company_name: "WESTERN DIGITAL CORP"
filed_at: "2024-05-14T23:59:59+00:00"
generated_at: "2026-06-02T00:12:06.233367+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Stockholders approve increase in authorized common shares to 750M and officer exculpation amendment

## Summary
- Authorized common shares increased from 450 million to 750 million, approved at special meeting on May 10, 2024.
- Charter amended to eliminate personal liability of officers for monetary damages for breach of duty of care.
- Subsidiary WDT charter amended to remove pass-through voting provision and add officer exculpation.
- Effective date of amendments: May 13, 2024.

## SEC filing metadata
- accession: 0001193125-24-138274
- form_type: 8-K
- ticker: WDC
- cik: 0000106040
- company_name: WESTERN DIGITAL CORP
- filed_at: 2024-05-14T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 3.03, 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/106040/000119312524138274/0001193125-24-138274-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/106040/000119312524138274/d819606d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-138274
- JSON: https://secwatch.observer/filing/0001193125-24-138274.json
- Plain text: https://secwatch.observer/filing/0001193125-24-138274.txt

## Key facts
- Governance Changes
  WESTERN DIGITAL CORP: WDC held a special meeting on May 10, 2024; stockholders and board approved amendments to the Company's Amended and Restated Certificate of Incorporation increasing authorized common shares from 450,000,000 to 750,000,000 and eliminating certain officers' personal liability for monetary damages for (effective 2024-05-13).
  - Change: charter amendment
  - Effective: 2024-05-13
  source text: Western Digital Corporation (the “Company” or “WDC”) held a special meeting of stockholders (the “Special Meeting”) on May 10, 2024. At the Special Meeting, as further described in Item 5.07 below, holders of the Company’s common stock (“Common Stockholders”) and holders of the Company’s Series A Convertible Perpetual Preferred Stock (“Series A Preferred Stockholders,” and together with the Common Stockholders, the “Stockholders”) approved an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Company Charter”) to increase the number of authorized shares of common stock, par value $0.01 per share, from 450,000,000 shares to 750,000,000 shares (the “Authorized Shares Amendment”), as further described in the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 29, 2024, and as previously approved by the Board of the Directors of the Company (the “Board”). The Stockholders and the Board also approved an amendme
  evidence_url: https://www.sec.gov/Archives/edgar/data/106040/000119312524138274/0001193125-24-138274-index.htm
- Shareholder Votes
  WESTERN DIGITAL CORP shareholders approved Amendment to the WDT Charter to Provide Exculpatory Protection For Certain Of Its Officers.
  - Proposal: charter amendment
  - Outcome: passed
  source text: The voting results were as follows: For Against Abstain Broker Non-Votes 239,563,175 20,991,033 670,342 35,952,154
  evidence_url: https://www.sec.gov/Archives/edgar/data/106040/000119312524138274/0001193125-24-138274-index.htm
- Shareholder Votes
  WESTERN DIGITAL CORP shareholders approved Authorized Shares Amendment.
  - Proposal: charter amendment
  - Outcome: passed
  source text: The voting results of the Common Stockholders and Series A Preferred Stockholders, voting together as a single class, were as follows: For Against Abstain Broker Non-Votes 286,520,804 10,121,745 534,155 N/A
  evidence_url: https://www.sec.gov/Archives/edgar/data/106040/000119312524138274/0001193125-24-138274-index.htm
- Shareholder Votes
  WESTERN DIGITAL CORP shareholders approved Amendment to the Charter of Western Digital Technologies, Inc. to Remove the Pass-Through Voting Provision.
  - Proposal: charter amendment
  - Outcome: passed
  source text: The voting results were as follows: For Against Abstain Broker Non-Votes 258,656,753 1,848,531 719,266 35,952,154
  evidence_url: https://www.sec.gov/Archives/edgar/data/106040/000119312524138274/0001193125-24-138274-index.htm
- Shareholder Votes
  WESTERN DIGITAL CORP shareholders approved Adjournment of the Special Meeting.
  - Outcome: passed
  source text: The voting results for the adjournment proposal were as follows: For Against Abstain Broker Non-Votes 245,631,909 50,197,851 1,346,944 N/A
  evidence_url: https://www.sec.gov/Archives/edgar/data/106040/000119312524138274/0001193125-24-138274-index.htm
- Shareholder Votes
  WESTERN DIGITAL CORP shareholders approved Company Exculpation Amendment.
  - Proposal: charter amendment
  - Outcome: passed
  source text: The voting results were as follows: For Against Abstain Broker Non-Votes 240,770,932 20,032,920 420,698 35,952,154
  evidence_url: https://www.sec.gov/Archives/edgar/data/106040/000119312524138274/0001193125-24-138274-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.