SanDisk 2005 Annual Report Download - page 13

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voted for the seven (7) nominees named below for election to the Company's Board of Directors unless
authority to vote for any such nominee is withheld. Each of the seven (7) nominees is currently a Director of
the Company. Five (5) of the current Directors being nominated for reelection were elected to the Board of
Directors by the stockholders at the last annual meeting. Mr. Hartenstein was appointed to the Board of
Directors on November 23, 2005 and Mr. Gomo was appointed to the Board of Directors on December 9,
2005. Directors elected to the Board of Directors will serve for the ensuing year or until their respective
successors are duly elected and qualified. Each nominee has been recommended for nomination by the
Nominating and Governance Committee, has been nominated by the Board for election and has agreed to
serve if elected, and the Board of Directors has no reason to believe that any nominee will be unavailable or
will decline to serve. In the event, however, that any nominee is unable or declines to serve as a Director at the
time of the Annual Meeting, the proxies will be voted for any nominee who is designated by the current Board
of Directors to fill the vacancy. Unless otherwise instructed, the proxyholders will vote the proxies received by
them ""FOR'' the nominees named below. The seven (7) candidates receiving the highest number of the
affirmative votes of the shares entitled to vote at the Annual Meeting will be elected Directors of the
Company. The proxies solicited by this Proxy Statement may not be voted for more than seven (7) nominees.
NOMINEES
Set forth below is information regarding the nominees to the Board of Directors.
First Elected/Appointed
Name Position(s) with the Company Age as a Director
Dr. Eli Harari(1) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ President, Chief Executive Officer 60 1988
and Director(6)
Irwin Federman(2)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Chairman of the Board and 70 1988
Director(7)
Steven J. Gomo(2) ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Director 54 2005
Eddy W. Hartenstein ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Director 55 2005
Catherine P. Lego(2)ÏÏÏÏÏÏÏÏÏÏÏÏÏÏÏ Director 49 2004(5)
Michael E. Marks(3)(4)ÏÏÏÏÏÏÏÏÏÏÏÏ Director 55 2003
Dr. James D. Meindl(3) ÏÏÏÏÏÏÏÏÏÏÏÏ Director 72 1989
(1) Member of the Special Option Committee
(2) Member of the Audit Committee
(3) Member of the Compensation Committee
(4) Member of the Nominating and Governance Committee
(5) Ms. Lego served as a Director of the Company from 1989 to 2002 and returned to the Board of Directors
in May 2004.
(6) Effective June 1, 2006, Dr. Harari will be appointed as Chairman of the Board of Directors. Additionally,
effective June 1, 2006, Dr. Harari will relinquish his position as President of the Company while
maintaining his position as Chief Executive Officer, and Sanjay Mehrotra, the Company's Executive
Vice President and Chief Operating Officer, will assume the role of President while maintaining his
position as Chief Operating Officer.
(7) Effective June 1, 2006, Mr. Federman will be appointed as Vice Chairman of the Board of Directors and
Lead Independent Director.
BUSINESS EXPERIENCE OF NOMINEES FOR ELECTION AS DIRECTORS
Dr. Harari has served as President and Chief Executive Officer and as a Director of the Company since
SanDisk's inception in 1988. Dr. Harari is a pioneer in non-volatile semiconductor storage with more than
100 U.S. and foreign patents and numerous technical articles and has more than 30 years of experience in the
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