SanDisk 2012 Annual Report Download - page 51

Proxy Statement
PROPOSAL NO. 4
ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF THE NAMED
EXECUTIVE OFFICERS OF SANDISK CORPORATION
At the Company’s 2011 Annual Meeting of Stockholders, the Company’s stockholders voted in favor of
holding an advisory vote to approve the compensation of the Company’s named executive officers every year.
The Board considered the voting results on that proposal and determined to adopt a policy providing for an
annual advisory stockholder vote to approve the compensation of the Company’s named executive officers.
In accordance with that policy and pursuant to Section 14A of the Exchange Act, the Company is asking
stockholders to pass an advisory resolution commonly known as a “say-on-pay” proposal to approve the
Company’s compensation of its Named Executive Officers for fiscal year 2012 (who are identified below in the
“Compensation Discussion and Analysis”) as reported in this Proxy Statement. As described below in the
“Compensation Discussion and Analysis” of this Proxy Statement, the Compensation Committee has designed
the Company’s compensation of its Named Executive Officers to align each Named Executive Officer’s
compensation with the Company’s near-, medium- and long-term performance and to provide the compensation
and incentives needed to attract, motivate and retain the executive officers who are crucial to the Company’s
long-term success. You are urged to read the “Compensation Discussion and Analysis,” which describes in more
detail the Company’s executive compensation policies, particularly as they relate to the Named Executive
Officers, as well as the Summary Compensation Table and other related compensation tables and narrative,
which provide detailed information on the compensation of the Company’s Named Executive Officers.
The advisory resolution gives stockholders the opportunity to express their approval of the Company’s
Named Executive Officer compensation program. This vote is not intended to address any specific item of
compensation, but rather the overall compensation of the Company’s Named Executive Officers and the
philosophy, policies and practices described in this Proxy Statement. Accordingly, you are being asked to vote on
the following resolution at the Annual Meeting:
“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the
Named Executive Officers, as disclosed in the Company’s Proxy Statement for the 2013 Annual Meeting of
Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission,
including the Compensation Discussion and Analysis, the 2012 Summary Compensation Table and the other
related tables and disclosure.”
The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee
or the Board. However, the Board and the Compensation Committee value the opinions of the Company’s
stockholders and to the extent there is any significant vote against the “say-on-pay” proposal, the Compensation
Committee will consider the Company’s stockholders’ concerns and will evaluate whether any actions are
necessary to address those concerns.
Recommendation of the Board of Directors
The Board believes that approval of Proposal No. 4 is in the Company’s best interests and the best
interests of its stockholders and unanimously recommends a vote FOR the advisory resolution to approve
the compensation of the Company’s Named Executive Officers, as disclosed in this Proxy Statement.
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