SanDisk 2005 Annual Report Download - page 10

Proxy Statement
SANDISK CORPORATION
140 Caspian Court
Sunnyvale, California 94089
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 25, 2006
To Our Stockholders:
You are cordially invited to attend the Annual Meeting of Stockholders (the ""Annual Meeting'') of SanDisk
Corporation, a Delaware corporation (the ""Company''), to be held on May 25, 2006 at 8:00 a.m., local time, at the
Network Meeting Center at Techmart, 5201 Great America Parkway, Santa Clara, California 95054, for the following
purposes:
1. To elect seven (7) Directors to serve for the ensuing year or until their respective successors are duly elected
and qualified. The nominees are Dr. Eli Harari, Irwin Federman, Steven J. Gomo, Eddy W. Hartenstein, Catherine
P. Lego, Michael E. Marks and Dr. James D. Meindl.
2. To approve amendments that would increase the number of authorized shares under the SanDisk Corporation
2005 Incentive Plan by an additional 15,000,000 shares and give the Company the flexibility to grant cash bonus
opportunities under the plan intended to satisfy the requirements for deductibility under applicable tax law.
3. To approve an amendment to the Company's Certificate of Incorporation to increase the Company's
authorized Common Stock from 400,000,000 shares to 800,000,000 shares.
4. To ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting
firm for the fiscal year ending December 31, 2006.
5. To transact such other business as may properly come before the 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
Board of Directors has unanimously approved the proposals described in the Proxy Statement and recommends that you
vote ""FOR'' each proposal.
Only stockholders of record at the close of business on March 28, 2006 are entitled to notice of and to vote at the
Annual Meeting and at any adjournment or postponement thereof. A list of stockholders entitled to vote at the Annual
Meeting will be available for inspection at the executive offices of the Company.
All stockholders are cordially invited and encouraged to attend the Annual Meeting. In any event, to ensure your
representation at the meeting, please carefully read the accompanying Proxy Statement which describes the matters to be
voted on at the Annual Meeting and mark, sign, date and return the enclosed proxy card in the reply envelope provided, or
call the toll-free telephone number or use the internet by following the instructions included with your proxy card. Should
you receive more than one proxy because your shares are registered in different names and addresses, please sign and
submit all proxy cards or grant each proxy by telephone or through the internet to ensure that all of your shares will be
voted. If you attend the Annual Meeting and vote by ballot, your proxy will be revoked automatically and only your vote at
the Annual Meeting will be counted. The prompt return of your proxy card or your prompt use of the toll-free telephone
number or the internet to grant your proxy will assist us in preparing for the Annual Meeting.
We look forward to seeing you at the Annual Meeting.
By Order of the Board of Directors,
Eli Harari
President and Chief Executive Officer
Sunnyvale, California
April 13, 2006
ALL STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON.
IN ANY EVENT, TO ENSURE YOUR REPRESENTATION AT THE ANNUAL MEETING, WE URGE YOU TO
MARK, SIGN, DATE AND RETURN THE ENCLOSED PROXY AS PROMPTLY AS POSSIBLE IN THE
POSTAGE-PREPAID ENVELOPE ENCLOSED FOR THAT PURPOSE, OR CALL THE TOLL-FREE TELE-
PHONE NUMBER OR USE THE INTERNET BY FOLLOWING THE INSTRUCTIONS INCLUDED WITH
YOUR PROXY CARD.