SanDisk 2013 Annual Report Download - page 10

In addition to voting in person at the Annual Meeting, stockholders may vote by proxy as follows:
Internet. A stockholder can submit a proxy over the Internet by following the instructions provided in
the Notice or on the separate proxy card or voting information form.
Telephone. A stockholder can submit a proxy over the telephone by following the instructions
provided in the proxy card or separate voting information form.
Mail. A stockholder that received a printed set of the Proxy Materials can submit a proxy by mail by
completing, signing and returning the separate proxy card in the prepaid and addressed envelope included
with the Proxy Materials.
Stockholders are urged to specify their votes on the proxy they submit by Internet, telephone or mail.
If you submit a proxy, but do not specify how you want to vote on a proposal, in the absence of contrary
instructions, the shares of Common Stock represented by such proxy will be voted as the Board
recommends on each proposal and the persons named as proxies will vote on any other matters properly
presented at the Annual Meeting in accordance with their best judgment. Stockholder votes will be
tabulated by a representative of Broadridge Financial Solutions, Inc.
Each share of Common Stock outstanding on the Record Date is entitled to one vote on each of the
eight Director nominees and one vote on each other matter. To be elected, Directors must receive a
majority of the votes cast with respect to such Director (e.g., the number of shares voted FOR a Director
nominee must exceed the number of shares voted AGAINST that nominee). Under the Company’s
Corporate Governance Principles, each Director nominee submits, in advance of the Annual Meeting, an
irrevocable resignation that will become effective if (i) a majority of the votes cast in the election are voted
AGAINST the Director nominee and (ii) the Board accepts the tendered resignation. The Nominating and
Governance Committee of the Board (the ‘‘Nominating and Governance Committee’’) considers any
tendered resignation and makes a recommendation to the Board about whether to accept or reject the
resignation, or to take other action. The Board will consider and act on the Nominating and Governance
Committee’s recommendation within 90 days from the date that the election results are certified and will
disclose its action publicly within four business days of its decision.
With respect to the approval of the amendment to extend the term of the 2005 Employee Stock
Purchase Plans, the ratification of the appointment of Ernst & Young LLP as the Company’s independent
registered public accounting firm and the advisory resolution to approve the compensation of the
Company’s Named Executive Officers (who are identified below in ‘‘Compensation Discussion and
Analysis’’), you may vote FOR, AGAINST or ABSTAIN with respect to each proposal. In order to be
approved, each of these proposals requires the affirmative FOR vote of a majority in voting power of the
shares of Common Stock which are present in person or represented by proxy and which are entitled to
vote on the proposal. Any ABSTAIN vote will have the same effect as a vote AGAINST the matter.
If your shares of Common Stock are held in ‘‘street name’’ (i.e., held for your benefit through a
broker, bank, or other nominee), you have the right to instruct your broker, bank or other nominee on how
to vote the shares in your account. Please contact your bank, broker or other nominee to obtain a voting
information form for you to use to direct how your shares should be voted. If you are not the stockholder of
record, you may not vote your shares in person at the Annual Meeting unless you obtain a legal proxy from
the bank, broker or other nominee that holds your shares of Common Stock, giving you the right to vote
the shares instead of the bank, broker or other nominee holding your shares. A broker or nominee is
entitled to vote shares held for a beneficial holder on routine matters, such as the ratification of the
appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm,
without instructions from the beneficial holder of those shares. On the other hand, absent instructions
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