Western Digital (WDC)

 

Proposals for Inclusion in Proxy Statement.  Our 2007 Annual Meeting of Stockholders is currently scheduled to be held on November 15, 2007. For your proposal or director nomination to be considered for inclusion in the proxy statement and form of proxy for our 2007 Annual Meeting of Stockholders, your written proposal must be received by our Secretary at our principal executive offices no later than June 13, 2007. Since the expected date of our 2007 Annual Meeting is more than 30 days earlier than the first anniversary of our 2006 Annual Meeting of Stockholders, we have selected June 13, 2007 as a reasonable deadline under Rule 14a-8 of the Securities Exchange Act of 1934 to receive timely stockholder proposals for the 2007 Annual Meeting. If we change the date of the 2007 Annual Meeting by more than 30 days, your written proposal must be received by our Secretary at our principal executive offices a reasonable time before we begin to print and mail our proxy materials for the 2007 Annual Meeting, provided that you also meet the additional deadline for stockholder proposals required by our Bylaws and summarized below. You should also be aware that your proposal or director nomination must comply with Securities and Exchange Commission regulations regarding inclusion of stockholder proposals in company-sponsored proxy materials.

 

Proposals to be Addressed at Meeting.  In addition, in order for your proposal or director nomination to be considered at our 2007 Annual Meeting (including from the floor if you did not comply with the deadline above for inclusion of your proposal or director nomination in our proxy materials), our Bylaws require that, among other things, stockholders give written notice of any proposal or nomination of a director to our Secretary at our principal executive offices no earlier than the close of business on July 18, 2007 (the one hundred twentieth day prior to the anticipated date of our 2007 Annual Meeting) and no later than the close of business on August 17, 2007 (the ninetieth day prior to the anticipated date of our 2007 Annual Meeting). Notwithstanding the foregoing, in the event that we change the date of the 2007 Annual Meeting from the currently scheduled date of November 15, 2007, written notice by a stockholder must be given no earlier than the close of business 120 days prior to the date of the 2007 Annual Meeting and no later than 90 days prior to the date of the 2007 Annual Meeting or the close of business on the tenth day following the day on which public announcement of the 2007 Annual Meeting is made. Stockholder proposals or nominations for director that do not meet the notice requirements set forth above and further described in Section 2.11 of our Bylaws will not be acted upon at the 2007 Annual Meeting.