SanDisk 2010 Annual Report Download - page 9

Proxy Statement
SANDISK CORPORATION
601 McCarthy Boulevard
Milpitas, California 95035
April 25, 2011
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held June 7, 2011
To Our Stockholders:
You are cordially invited to attend the 2011 Annual Meeting of Stockholders (the “Annual Meeting”) of
SanDisk Corporation, a Delaware corporation (the “Company”), to be held on June 7, 2011 at 8:00 a.m., local time,
at the Company’s headquarters, 601 McCarthy Boulevard, Milpitas, California 95035, for the following purposes:
1. To elect eight Directors of the Company (“Directors”) to serve on the Company’s Board of Directors
for the ensuing year and until their respective successors are duly elected and qualified. The nominees are
Kevin DeNuccio, Irwin Federman, Steven J. Gomo, Eddy W. Hartenstein, Dr. Chenming Hu, Catherine P.
Lego, Michael E. Marks and Sanjay Mehrotra.
2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public
accounting firm for the fiscal year ending January 1, 2012.
3. To approve amendments to the Company’s 2005 Incentive Plan.
4. To approve amendments to the Company’s 2005 Employee Stock Purchase Plans.
5. To approve an advisory resolution on Named Executive Officer compensation.
6. To conduct an advisory vote on the frequency of future advisory votes on Named Executive Officer
compensation.
7. To transact such other business as may properly come before the Annual Meeting or any
adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy Statement that accompanies this Notice.
The Company’s Board of Directors recommends that you vote (1) “FOR” each of the Director nominees listed
above, (2) “FOR” ratification of the appointment of Ernst & Young LLP, (3) “FOR” approval of the amendments to
the Company’s 2005 Incentive Plan, (4) “FOR” approval of the amendments to the Company’s 2005 Employee
Stock Purchase Plans, (5) “FOR” approval of the advisory resolution on Named Executive Officer compensation
and (6) to conduct future advisory votes on Named Executive Officer compensation “EVERY YEAR.”
Only stockholders of record at the close of business on April 11, 2011 are entitled to notice of and to vote at
the Annual Meeting and at any adjournment or postponement thereof.
Regardless of whether you plan to attend the Annual Meeting, please vote your shares as soon as possible so
that your shares will be voted in accordance with your instructions. For specific voting instructions, please refer
to the instructions on the proxy card or on the Notice of Internet Availability of Proxy Materials that was mailed
to you. If you attend the meeting, you will have the right to revoke the proxy and vote your shares in person.
We look forward to seeing you at the Annual Meeting.
By Order of the Board of Directors,
Michael E. Marks
Chairman of the Board, Director
Milpitas, California
April 25, 2011
IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF
PROXY MATERIALS AND ANNUAL REPORT
The Company’s proxy materials and the Annual Report on Form 10-K are available at www.sandisk.com/IR.