SanDisk 2013 Annual Report Download - page 164

PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is set forth under ‘‘Business-Executive Officers’’ in this report
and under ‘‘Election of Directors’’ and ‘‘Compliance with Section 16(a) of the Securities Exchange Act of
1934’’ in our Proxy Statement for our 2014 Annual Meeting of Stockholders, and is incorporated herein by
reference.
We have adopted a code of ethics that applies to our Principal Executive Officer and Principal
Financial Officer. This code of ethics, which consists of the ‘‘SanDisk Code of Ethics for Financial
Executives’’ section of our code of ethics, that applies to employees generally, is posted on our website at
‘‘www.sandisk.com/about-sandisk/corporate-responsibility/social.’’ From this webpage, click on ‘‘SanDisk
Worldwide Code of Business Conduct.’’
We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an
amendment to, or waiver from, a provision of this code of ethics by posting the required information on
our website, at the address and location specified above.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is set forth under ‘‘Director Compensation Table — Fiscal
2013,’’ ‘‘Compensation Committee Report on Executive Compensation,’’ ‘‘Compensation Discussion and
Analysis,’’ ‘‘Summary Compensation Table — Fiscal 2011 — 2013,’’ ‘‘Outstanding Equity Awards at Fiscal
2013 Year-End’’ and ‘‘Option Exercises and Stock Vested in Fiscal 2013’’ in our Proxy Statement for our
2014 Annual Meeting of Stockholders, and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this item is set forth under ‘‘Security Ownership of Certain Beneficial
Owners and Management’’ and ‘‘Equity Compensation Information for Plans or Individual Arrangements
with Employees and Non-Employees’’ in our Proxy Statement for our 2014 Annual Meeting of
Stockholders, and is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this item is set forth under ‘‘Compensation Committee Interlocks and
Insider Participation,’’ ‘‘Certain Transactions and Relationships,’’ and under ‘‘Election of Directors’’ in our
Proxy Statement for our 2014 Annual Meeting of Stockholders, and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is set forth under the caption ‘‘Principal Accountant Fees and
Services’’ and ‘‘Audit Committee Report’’ in our Proxy Statement for our 2014 Annual Meeting of
Stockholders, and is incorporated herein by reference.
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