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This excerpt taken from the WDC DEF 14A filed Sep 23, 2008. Votes
Required to Adopt Proposals
Each share of our common stock outstanding on the record date is
entitled to one vote on each of the ten director nominees and
one vote on each other matter that may be presented for
consideration and action by the stockholders at the Annual
Meeting.
For purposes of Proposal 1, each director nominee receiving
a majority of the votes cast with respect to that director (that
is, the number of shares voted “for” the director
exceeds the number of votes cast “against” that
director) will be elected as a director, provided that if the
number of nominees exceeds the number of directors to be
elected, the directors will be elected by a plurality of the
shares present in person or by proxy at the meeting and entitled
to vote on the election of directors. Proposals 2 and 3
each require the affirmative approval of a majority of the
shares present in person or represented by proxy and entitled to
vote on the proposal at the Annual Meeting.
For the election of directors, shares not present or represented
at the meeting and shares voting “abstain” will be
entirely excluded from the vote and will have no effect on the
outcome. For Proposals 2 and 3, we treat abstentions as
shares present or represented and entitled to vote on that
proposal, so abstaining has the same effect as a vote
“against” the proposal. Broker non-votes (shares held
by banks, brokers, trustees or other nominees who do not have
discretionary authority to vote on a particular matter and who
have not received voting instructions from their customers) on a
proposal are not deemed to be entitled to vote on the proposal
and, therefore, will not be counted in determining the outcome
of the vote on that proposal. If you are a beneficial owner,
please note that banks, brokers, trustees and other nominees do
not have discretionary authority to vote on your behalf for the
amendment to the Western Digital Corporation 2005 Employee Stock
Purchase Plan as described in Proposal 2. As a result, if
you do not submit voting instructions to your bank, broker,
trustee or other nominee with respect to that proposal, your
shares will not be considered entitled to vote for purposes of
determining whether Proposal 2 has been approved by
stockholders and will not be counted in determining the outcome
of Proposal 2. All other proposals discussed in this Proxy
Statement are considered routine and may be voted upon by your
bank, broker, trustee or nominee if you do not give
instructions. Please note that if your shares are held by a
custodian bank, it will not have discretionary authority to vote
on any matter without receiving voting instructions from you.
This excerpt taken from the WDC DEF 14A filed Sep 24, 2007. Votes
Required to Adopt Proposals
Each share of our common stock outstanding on the record date is
entitled to one vote on each of the ten director nominees and
one vote on each other matter that may be presented for
consideration and action by the stockholders at the Annual
Meeting.
For purposes of Proposal 1, director nominees receiving the
majority of votes cast (that is, the number of shares voted
“for” the director exceeds the number of votes cast
“against” that director) will be elected as a
director, provided that if the number of nominees exceeds the
number of directors to be elected, the directors will be elected
by a plurality of the shares present in person or by proxy at
the meeting and entitled to vote on the election of directors.
Proposal 2 to ratify the appointment of our independent
registered public accounting firm for fiscal 2008 requires the
affirmative approval of a majority of the shares present in
person or represented by proxy and entitled to vote on the
proposal.
For the election of directors, shares not present or represented
at the meeting and shares voting “abstain” will be
entirely excluded from the vote and will have no effect on the
outcome. For Proposal 2 to ratify the appointment of our
independent registered public accounting firm for fiscal 2008,
we treat abstentions as shares present or represented and
entitled to vote on that proposal, so abstaining has the same
effect as a negative vote. Broker non-votes (shares held by
brokers, trustees or other nominees who do not have
discretionary authority to vote on a particular matter and who
have not received voting instructions from their customers) on a
proposal are not deemed to be entitled to vote on the proposal
and, therefore, will not be counted in determining the outcome
of the vote on that proposal. Please note that all proposals
discussed in this Proxy Statement are considered routine and
that brokers, trustees or nominees who have not received voting
instructions from their customers may vote their customers’
shares on the election of directors in Proposal 1 and on
the ratification of KPMG LLP as our independent registered
public accounting firm in Proposal 2.
Table of Contents
This excerpt taken from the WDC DEF 14A filed Dec 15, 2006. Votes
Required to Adopt Proposals
Each share of our common stock outstanding on the record date is
entitled to one vote on each of the ten director nominees and
one vote on each other matter that may be presented for
consideration and action by the stockholders at the Annual
Meeting.
For purposes of Proposal 1, director nominees receiving the
majority of votes cast (that is, the number of shares voted
“for” the director exceeds the number of votes cast
“against” that director) will be elected as a
director, provided that if the number of nominees exceeds the
number of directors to be elected, the directors will be elected
by a plurality of the shares present in person or by proxy at
the meeting and entitled to vote on the election of directors.
Proposal 2 to ratify the appointment of our independent
registered public accounting firm for fiscal 2007 requires the
affirmative approval of a majority of the shares present in
person or represented by proxy and entitled to vote at the
Annual Meeting.
For the election of directors (provided the number of nominees
does not exceed the number of directors to be elected), each
director must receive the majority of the votes cast with
respect to that director. Shares not present or represented at
the meeting and shares voting “abstain” will be
entirely excluded from the vote and will have no effect on the
election of directors. For Proposal 2 to ratify the
appointment of our independent registered public accounting firm
for fiscal 2007, we treat abstentions as shares present or
represented and entitled to vote at the Annual Meeting, so
abstaining has the same effect as a negative vote. Broker
non-votes (shares held by brokers, trustees or other nominees
who do not have discretionary authority to vote on a particular
matter and who have not received voting instructions from their
customers) on a proposal are not deemed to be entitled to vote
for the purpose of determining whether stockholders have
approved that matter and, therefore, will not be counted in
determining the outcome of the vote on that matter. Please note
that all proposals discussed in this Proxy Statement are
considered routine and that brokers, trustees or nominees who
have not received voting instructions from their customers may
vote their customers’ shares on the election of directors
in Proposal 1 and on the ratification of KPMG LLP as our
independent registered public accounting firm in Proposal 2.
Table of Contents
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