SanDisk 2014 Annual Report Download - page 23

Consideration of Director Nominees
Identifying and Evaluating Nominees for Directors
The Nominating and Governance Committee initiates the director nomination process by preparing a
slate of potential candidates who, based on their qualifications and other information available to the
Nominating and Governance Committee, appear to meet the criteria specified below and/or who have
specific desirable qualities, skills or experience (based on input from the full Board). The Nominating and
Governance Committee may engage a third-party search firm or other advisors to assist in identifying
prospective nominees. The nomination of existing Directors is not automatic, but is based on continuing
qualification under the criteria set forth below and the Corporate Governance Principles of the Company.
Under the Company’s Corporate Governance Principles, at all times, a majority of the individuals serving
as Directors must be ‘‘independent’’ under applicable SEC and stock exchange rules.
After the Nominating and Governance Committee reviews a nominee’s qualifications and
characteristics, a new candidate will be interviewed by at least one member of the Nominating and
Governance Committee and by the Chief Executive Officer. Upon completion of the evaluation process,
the Nominating and Governance Committee determines the list of potential candidates to be
recommended to the full Board for nomination at the annual meeting or to fill any vacancy on the Board.
The Board will select the slate of nominees, including any nominee to fill a vacancy, only from candidates
screened and approved by the Nominating and Governance Committee.
Stockholder-Recommended Nominees
The Nominating and Governance Committee considers recommendations for Director nominees that
are properly submitted by stockholders. In evaluating a recommended nominee (‘‘Recommended
Candidate’’), the Nominating and Governance Committee seeks to achieve a balance of knowledge,
experience and capability on the Board and considers the membership criteria set forth under ‘‘Identifying
and Evaluating Nominees for Directors’’ and ‘‘Director Qualifications.’’
In order to be submitted properly, recommendations of a Recommended Candidate must be timely
delivered to: Chair of the Nominating and Governance Committee, c/o SanDisk Corporation, 951 SanDisk
Drive, Milpitas, CA 95035. The recommendation must include the following written materials: (1) all
information relating to the Recommended Candidate that is required to be disclosed pursuant to
applicable Exchange Act rules and regulations, NASDAQ listing standards and the Company’s Bylaws
(including, with respect to the Recommended Candidate, such person’s written consent to being named in
the proxy statement as a nominee and, such person’s written consent to serving as a Director if elected);
(2) the name(s) and address(es) of the recommending stockholder(s) and the amount of the Company’s
securities owned beneficially and of record by such stockholder(s); (3) appropriate biographical
information (including a business address and a telephone number) and a statement as to the
Recommended Candidate’s qualifications, with a focus on the criteria described below under ‘‘Director
Qualifications;’’ (4) a representation that each recommending stockholder is a holder of record of stock of
the Company entitled to vote on the date of submission of such written materials; and (5) any material
interest of the recommending stockholder in the recommended nomination.
If the Recommended Candidate is intended to be considered by the Nominating and Governance
Committee for recommendation to the Board for the slate of Director nominees to be voted on at an
annual meeting of the Company’s stockholders, the written materials must be submitted within the time
permitted for submission of a stockholder proposal for inclusion in the Company’s proxy statement for the
subject annual meeting and must also comply with Exchange Act rules and regulations, NASDAQ listing
standards, and the provisions for stockholder proposals set forth in the Company’s Bylaws.
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Proxy Statement