arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which (i) we
were, are or will be a participant, (ii) the aggregate amount involved exceeds $120,000 and (iii) a related person
has or will have a direct or indirect interest. For purposes of the policy, a related person is (a) any person who is,
or at any time since the beginning of our last fiscal year was, one of our directors or executive officers or a
nominee to become a director, (b) any person who is known to be the beneficial owner of more than 5% of our
common stock, (c) any immediate family member of any of the foregoing persons or (d) any firm, corporation or
other entity in which any of the foregoing persons is employed or is a general partner or principal or in a similar
position, or in which all the related persons, in the aggregate, have a 10% or greater beneficial ownership interest.
transaction, the Audit Committee is to consider all relevant facts and circumstances of the related person
transaction available to the Audit Committee. The Audit Committee may approve only those related person
transactions that are in, or not inconsistent with, our best interests and the best interests of our stockholders, as
the Audit Committee determines in good faith. No member of the Audit Committee will participate in any
consideration of a related party transaction with respect to which that member or any member of his or her
immediate family is a related person.
agreements generally require us to indemnify each director or officer, and advance expenses to them, in
connection with their participation in proceedings arising out of their service to us.
Hitachi Global Storage Technologies Holdings Pte. Ltd. ("HGST"), a wholly owned subsidiary of Hitachi, and
Western Digital Ireland, Ltd., one of our indirect wholly owned subsidiaries ("WDI"). Pursuant to the terms of
the Purchase Agreement, on March 8, 2012 (the "Closing Date"), WDI acquired all of the issued and paid-up
share capital of HGST from Hitachi for an aggregate purchase price consisting of (i) cash consideration of
approximately $3.9 billion (subject to certain post-closing adjustments for changes in the working capital of
HGST and certain other payments and expenses) and (ii) 25 million shares of our common stock (the
"Transaction"). As a result of the shares issued to Hitachi in the Transaction, Hitachi currently owns
approximately 10.6% of our outstanding shares of common stock.
two directors to our Board of Directors (the "Hitachi Nomination Right"). The two directors initially designated
by Hitachi were Kensuke Oka and Masahiro Yamamura (referred to in this Proxy Statement as the Hitachi
Designated Directors for fiscal 2013), each of whom was appointed to our Board of Directors on May 17, 2012.
As indicated above, on September 19, 2013, Mr. Oka resigned from our Board of Directors and Mr. Yamamoto
was appointed in his place to serve as a Hitachi Designated Director. We have agreed, for the period described
below, to include the Hitachi Designated Directors in our slate of nominees for election to the Board of Directors
at each annual or special meeting of stockholders at which directors are to be elected, recommend that
stockholders vote in favor of the election of the Hitachi Designated Directors, support Hitachi Designated