background image
3355 Michelson Drive, Suite 100
Irvine, California 92612
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held On November 14, 2013
To the Stockholders of
WESTERN DIGITAL CORPORATION:
Our 2013 Annual Meeting of Stockholders will be held at 3333 Michelson Drive, Irvine, California 92612 on Thursday,
November 14, 2013 at 8:00 a.m., local time, for the following purposes:
1. To elect the twelve director nominees named in the attached Proxy Statement to serve until our next annual
meeting of stockholders and until their successors are duly elected and qualified;
2. To approve on an advisory basis the named executive officer compensation disclosed in this Proxy Statement;
3. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year
ending June 27, 2014; and
4. To transact such other business as may properly come before the Annual Meeting or any postponement or
adjournment of the meeting.
Any action on the items described above may be considered at the Annual Meeting at the time and on the date specified
above or at any time and date to which the Annual Meeting is properly adjourned or postponed.
Only stockholders of record at the close of business on September 17, 2013 are entitled to notice of and to vote at the
Annual Meeting and any adjournments or postponements of the meeting.
We are using the Securities and Exchange Commission rule that allows companies to furnish their proxy materials over
the Internet. As a result, we are mailing to most of our stockholders a "Notice of Internet Availability of Proxy Materials," or
Notice, instead of a printed copy of the Proxy Statement and our Annual Report for the fiscal year ended June 28, 2013. The
Notice contains instructions on how stockholders can access those documents over the Internet and vote their shares. The
Notice also contains instructions on how each of those stockholders can receive a printed copy of our proxy materials,
including the Proxy Statement, our 2013 Annual Report and a proxy card or voting instruction form. All stockholders who do
not receive a Notice will receive a printed copy of the proxy materials by mail. We believe this process will expedite
stockholders' receipt of proxy materials, lower the costs of our Annual Meeting and conserve natural resources.
By Order of the Board of Directors
MICHAEL C. RAY
Senior Vice President, General Counsel and Secretary
Irvine, California
September 27, 2013
ALL OF OUR STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, YOU ARE URGED TO SUBMIT
YOUR PROXY OR VOTING INSTRUCTIONS ELECTRONICALLY VIA THE INTERNET OR (IF YOU
RECEIVE A PRINTED COPY OF THE PROXY MATERIALS) BY TELEPHONE OR BY COMPLETING,
SIGNING, DATING AND RETURNING THE ACCOMPANYING PROXY CARD OR VOTING
INSTRUCTION FORM IN THE PRE-ADDRESSED RETURN ENVELOPE PROVIDED. PLEASE SEE THE
ACCOMPANYING INSTRUCTIONS FOR MORE DETAILS ON VOTING. SUBMITTING YOUR PROXY OR
VOTING INSTRUCTIONS PROMPTLY WILL ASSIST US IN REDUCING THE EXPENSES OF
ADDITIONAL PROXY SOLICITATION, BUT IT WILL NOT AFFECT YOUR RIGHT TO VOTE IN PERSON
IF YOU ATTEND THE ANNUAL MEETING (AND, IF YOU ARE NOT A STOCKHOLDER OF RECORD,
YOU HAVE OBTAINED A LEGAL PROXY FROM THE BANK, BROKER, TRUSTEE OR OTHER
NOMINEE THAT HOLDS YOUR SHARES GIVING YOU THE RIGHT TO VOTE THE SHARES IN PERSON
AT THE ANNUAL MEETING).