SanDisk 2006 Annual Report Download - page 9

PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS OF
SANDISK CORPORATION
TO BE HELD MAY 24, 2007
GENERAL
This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the “Board of
Directors” or the “Board”) of SanDisk Corporation, a Delaware corporation (the “Company,” “SanDisk,” “we” or
“our”), of proxies to be voted at the Company’s Annual Meeting of Stockholders (the “Annual Meeting”) to be held
on May 24, 2007, or at any adjournment or postponement thereof, for the purposes set forth in the accompanying
Notice of Annual Meeting of Stockholders. Stockholders of record at the close of business on March 27, 2007 will
be entitled to vote at the Annual Meeting. The Annual Meeting will be held at 8:00 a.m., local time, at the
Company’s headquarters, 601 McCarthy Boulevard, Milpitas, California 95035.
This Proxy Statement and the enclosed proxy card will be first mailed to stockholders entitled to vote at the
Annual Meeting on or about April 10, 2007.
VOTING RIGHTS
The close of business on March 27, 2007 was the record date for stockholders entitled to notice of and to vote at
the Annual Meeting or any adjournment or postponement thereof. At the record date, the Company had approx-
imately 228,392,654 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, held by
approximately 590 stockholders of record. Each holder of record at the close of business on March 27, 2007 is
entitled to one vote for each share of Common Stock so held. In the election of Directors, however, cumulative
voting is authorized for all stockholders if any stockholder gives notice at the meeting, prior to voting for the
election of Directors, of his, her or its intention to cumulate votes. Under cumulative voting, a stockholder may
cumulate votes and give to one nominee a number of votes equal to the number of Directors to be elected (seven
(7) at this meeting) multiplied by the number of votes to which such stockholder is entitled, or may distribute such
number among any or all of the nominees. The seven (7) candidates receiving the highest number of votes will be
elected. The Board is soliciting discretionary authority to vote proxies cumulatively in the event a stockholder gives
notice of an intent to cumulate votes. A majority of the shares of Common Stock entitled to vote will constitute a
quorum for the transaction of business at the Annual Meeting.
If any stockholder is unable to attend the Annual Meeting, the stockholder may vote by proxy. The enclosed
proxy is solicited by the Board of Directors and, when the proxy card is properly completed and returned, or the
proxy is granted by telephone or through the internet, the proxy will be voted as directed by the stockholder.
Stockholders are urged to specify their choices on the enclosed proxy card or through the telephone or internet
voting process. If you sign and return the proxy card, or grant your proxy by telephone or through the internet, but do
not vote on a proposal, in the absence of contrary instructions, the shares of Common Stock represented by such
proxy will be voted FOR Proposals 1 and 2 and AGAINST Proposal 3, and will be voted in the proxy holders’
discretion as to other matters that may properly come before the Annual Meeting.
The affirmative vote of a plurality of the shares present or represented at the Annual Meeting and voting is
required for the election of Directors (Proposal 1). The affirmative vote of a majority of the shares present or
represented by proxy at the meeting and entitled to vote is required for the ratification of the appointment of Ernst &
Young LLP as the Company’s independent registered public accounting firm (Proposal 2). The affirmative vote of a
majority of the shares present or represented by proxy at the meeting and entitled to vote is required to approve the
stockholder proposal regarding performance-vesting shares (Proposal 3). An automated system administered by the
Company’s transfer agent tabulates stockholder votes. Abstentions and broker non-votes are each included in
determining the number of shares 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
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