SanDisk 2005 Annual Report Download - page 35

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The Audit Committee has concluded that the provision of the audit-related services, tax services and
other non-audit services identified above is compatible with the principal accountants' independence.
Required Vote
The affirmative vote of the holders of a majority of the shares present in person or represented by proxy
and entitled to vote on Proposal No. 4 is required 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.
Should such stockholder approval not be obtained, the Board of Directors will reconsider its appointment of
Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year
ending December 31, 2006.
Recommendation of the Board of Directors
The Board believes that Proposal No. 4 is in the Company's best interests and in the best interests of its
stockholders and recommends a vote FOR the ratification of the appointment of Ernst & Young LLP to
serve as the Company's independent registered public accounting firm for the fiscal year ending
December 31, 2006.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information regarding the ownership of the Company's Common
Stock as of March 10, 2006 by (i) all persons known by the Company based solely on inspection of 13G filings
made with the Securities and Exchange Commission (the ""SEC'') to be beneficial owners of five percent
(5%) (as set forth in the Summary Compensation Table included below) or more of its outstanding Common
Stock, (ii) each Director of the Company, (iii) the Named Executive Officers and (iv) all current executive
officers and Directors of the Company as a group. Unless otherwise indicated, the principal address of each of
the stockholders below is c/o SanDisk Corporation, 140 Caspian Court, Sunnyvale, California 94089.
Unless otherwise indicated and pursuant to applicable community property laws, the persons named in
the following table have sole voting and investment power with respect to all shares of Common Stock. The
number of shares beneficially owned includes Common Stock of which such individual has the right to acquire
beneficial ownership either currently or within 60 days after March 10, 2006, including, but not limited to,
upon the exercise of a stock option.
Percentage of beneficial ownership is based upon 194,527,482 shares of Common Stock outstanding on
March 10, 2006. For each individual, this percentage includes Common Stock of which such individual has
the right to acquire beneficial ownership either currently or within 60 days after March 10, 2006, including,
but not limited to, upon the exercise of a stock option; however, such Common Stock will not be deemed
26