SanDisk 2005 Annual Report Download - page 12

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Proxy Statement
present and voting at the Annual Meeting for purposes of determining the presence or absence of a quorum,
and each is tabulated separately. Abstentions with respect to any matter other than the election of Directors
(Proposal 1) will be treated as shares present or represented by proxy and entitled to vote on that matter and
will thus have the same effect as negative votes. If shares are not voted by the bank, broker or other financial
institution which is the record holder of the shares but who does not receive voting instructions from the
beneficial owners of those shares, or if shares are not voted in other circumstances in which proxy authority is
defective or has been withheld with respect to any matter, these non-voted shares, or ""broker non-votes,'' are
deemed not to be entitled to vote on the matter and accordingly are not counted for purposes of determining
whether stockholder approval of that matter has been obtained with respect to Proposals 2 and 4 and would
have the same effect as negative votes for Proposal 3.
REVOCABILITY OF PROXIES
Any person giving a proxy has the power to revoke it at any time before its exercise. A proxy may be
revoked by filing with the Secretary of the Company an instrument of revocation or a duly executed proxy
bearing a later date, or by attending the Annual Meeting and voting in person.
SOLICITATION OF PROXIES
The Company will bear the cost of soliciting proxies. Copies of solicitation materials will be furnished to
brokerage houses, fiduciaries and custodians holding shares in their names that are beneficially owned by
others to forward to such beneficial owners. The Company may reimburse such persons for the costs they
incur to forward the solicitation material to such beneficial owners. The original solicitation of proxies by mail
may be supplemented by solicitation by telephone, facsimile, or other means by Directors, officers, employees
or agents of the Company. No additional compensation will be paid to these individuals for any such services.
The Company has retained a proxy solicitation firm, The Altman Group, Inc., to aid it in the solicitation
process. The Company will pay that firm a fee equal to $7,000 plus reasonable customary expenses. Following
the original mailing of the proxies and other soliciting materials, the Company will request brokers, custodians,
nominees and other record holders to forward copies of the proxy and other soliciting materials to persons for
whom they hold shares and to request authority for the exercise of proxies. In such cases, the Company, upon
the request of the record holders, will reimburse such holders for their reasonable expenses.
STOCKHOLDER PROPOSALS TO BE PRESENTED AT THE NEXT ANNUAL MEETING
Proposals of stockholders of the Company that are intended to be presented by such stockholders at the
Company's 2007 Annual Meeting must be received no later than December 14, 2006 in order that they may
be included in the proxy statement and form of proxy relating to that meeting. In addition, the proxy solicited
by the Board of Directors for the 2007 Annual Meeting will confer discretionary authority to vote on any
stockholder proposal presented at that meeting, unless the Company receives notice of such proposal before
February 27, 2007.
The Annual Report on Form 10-K of the Company for the fiscal year ended January 1, 2006 (the ""2005
fiscal year'' or ""fiscal 2005'') has been mailed concurrently with the mailing of the Notice of Annual
Meeting and Proxy Statement to all stockholders entitled to notice of and to vote at the Annual Meeting.
The Annual Report on Form 10-K is not incorporated into this Proxy Statement and is not considered proxy
soliciting material.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The current Board of Directors consists of eight (8) members. Following the resignation of director
Alan F. Shugart effective as of the Annual Meeting, there will be one vacancy on the Board of Directors. The
Board of Directors has not nominated an individual to fill the vacancy. It is intended that the proxies will be
3