SanDisk 2006 Annual Report Download - page 10

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financial institution which is the record holder of the shares but who does not receive voting instructions from the
beneficial owners of those shares, or if shares are not voted in other circumstances in which proxy authority is
defective or has been withheld with respect to any matter, these non-voted shares, or “broker non-votes,” are
deemed not to be entitled to vote on the matter and accordingly are not counted for purposes of determining whether
stockholder approval of that matter has been obtained with respect to Proposals 2 and 3.
REVOCABILITY OF PROXIES
Any person giving a proxy has the power to revoke it at any time before its exercise. A proxy may be revoked
by filing with an Assistant Secretary of the Company an instrument of revocation or a duly executed proxy bearing a
later date, or by attending the Annual Meeting and voting in person.
SOLICITATION OF PROXIES
The Company’s Board of Directors is soliciting proxies for the Annual Meeting. The Company will bear the
cost of soliciting proxies. Copies of solicitation materials will be furnished to brokerage houses, fiduciaries and
custodians holding shares in their names that are beneficially owned by others to forward to such beneficial owners.
The Company may reimburse such persons for the costs they incur to forward the solicitation material to such
beneficial owners. The original solicitation of proxies by mail may be supplemented by solicitation by telephone,
facsimile, or other means by Directors, officers, employees or agents of the Company. No additional compensation
will be paid to these individuals for any such services. The Company has retained a proxy solicitation firm, The
Altman Group, Inc., to aid it in the solicitation process. The Company will pay The Altman Group, Inc. a fee equal
to $6,000 plus reasonable customary expenses. Following the original mailing of the proxies and other soliciting
materials, the Company will request brokers, custodians, nominees and other record holders to forward copies of the
proxy and other soliciting materials to persons for whom they hold shares and to request authority for the exercise of
proxies. In such cases, the Company, upon the request of the record holders, will reimburse such holders for their
reasonable expenses.
STOCKHOLDER PROPOSALS TO BE PRESENTED AT THE NEXT ANNUAL MEETING
Proposals of stockholders of the Company that are intended to be presented by such stockholders at the
Company’s 2008 Annual Meeting must be received no later than December 11, 2007 in order that they may be
included in the proxy statement and form of proxy relating to that meeting. In addition, the proxy solicited by the
Board of Directors for the 2008 Annual Meeting will confer discretionary authority to vote on any stockholder
proposal presented at that meeting, unless the Company receives notice of such proposal before February 24, 2008.
The Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 2006 (the
“2006 fiscal year” or “fiscal 2006”) has been mailed concurrently with the mailing of the Notice of Annual
Meeting and Proxy Statement to all stockholders entitled to notice of and to vote at the Annual Meeting. The
Annual Report on Form 10-K is not incorporated into this Proxy Statement and is not considered proxy
soliciting material.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The current Board of Directors consists of seven (7) members with one vacancy. The Board of Directors has not
nominated an individual to fill the vacancy. It is intended that the proxies will be voted for the seven (7) nominees
named below for election to the Company’s Board of Directors unless authority to vote for any such nominee is
withheld. Each of the seven (7) nominees is currently a Director of the Company and was elected to the Board of
Directors by the stockholders at the last annual meeting. Each of the non-employee nominees is independent as
defined under Securities and Exchange Commission (“SEC”) and applicable stock exchange rules. Alan F. Shugart
resigned as a director on May 25, 2006. During his service on the Board, Mr. Shugart was independent as defined
under SEC and applicable stock exchange rules. Directors elected to the Board of Directors will serve for the
Proxy Statement
3