SanDisk 2005 Annual Report Download - page 6

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Proxy Statement
SANDISK CORPORATION
140 Caspian Court
Sunnyvale, California 94089
Dear Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders (the ""Annual Meeting'') of
SanDisk Corporation (the ""Company''), which will be held on May 25, 2006 at 8:00 a.m., local time, at the
Network Meeting Center at Techmart, 5201 Great America Parkway, Santa Clara, California 95054.
At the Annual Meeting, you will be asked to consider and vote upon the following proposals: (i) to elect
seven (7) Directors of the Company, (ii) to approve amendments to the Company's 2005 Incentive Plan (the
""2005 Plan'') which will increase the number of shares of common stock (the ""Common Stock'') reserved for
issuance under the 2005 Plan by an additional 15,000,000 shares and give the Company the flexibility to grant
cash bonus opportunities under the 2005 Plan intended to satisfy the requirements for deductibility under
applicable tax law; (iii) to approve an amendment to the Company's Certificate of Incorporation, increasing
the authorized amount of Common Stock from 400,000,000 shares to 800,000,000 shares, and (iv) to ratify
the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for
the fiscal year ending December 31, 2006.
The enclosed Proxy Statement more fully describes the details of the business to be conducted at the
Annual Meeting. After careful consideration, the Company's Board of Directors has unanimously approved
the proposals and recommends that you vote FOR each proposal.
After reading the Proxy Statement, please mark, sign, date and return the enclosed proxy card in the
accompanying reply envelope, or call the toll-free number or use the internet by following the instructions
included with your proxy card, whether or not you plan to attend the annual meeting in person. Please vote as
promptly as possible but no later than prior to the closing of the polls for the Annual Meeting. If you decide to
attend the Annual Meeting and would prefer to vote in person, please notify the Secretary of the Company
that you wish to vote in person and your proxy will not be voted. YOUR SHARES CANNOT BE VOTED
UNLESS YOU SIGN, DATE AND RETURN THE ENCLOSED PROXY, VOTE VIA TELEPHONE
OR INTERNET OR ATTEND THE ANNUAL MEETING IN PERSON.
A copy of the Company's 2005 Annual Report on Form 10-K has been mailed concurrently herewith to
all stockholders entitled to notice of and to vote at the Annual Meeting.
We look forward to seeing you at the Annual Meeting.
Sincerely yours,
Eli Harari
President and Chief Executive Officer
Sunnyvale, California
April 13, 2006
IMPORTANT
Please read the attached proxy statement carefully and mark, sign and date the enclosed proxy and
return it at your earliest convenience in the enclosed postage-prepaid return envelope, or call the toll-
free telephone number or use the internet by following the instructions included with your proxy card
so that if you are unable to attend the Annual Meeting, your shares may be voted.