SanDisk 2007 Annual Report Download - page 19

to pre-approve services not prohibited by law to be performed by the Company’s independent registered public
accounting firm. The Audit Committee has appointed Catherine P. Lego as the Audit Committee Delegate and, as
such, Ms. Lego reports any decision to pre-approve permissible services to the full Audit Committee at its next
regular meeting. In addition, from time to time, the Audit Committee has adopted and/or revised a Pre-Approval
Policy under which particular services or categories of services are pre-approved, subject to certain specified
maximum dollar amounts. Such pre-approval is generally granted for a term of twelve (12) months from the date of
pre-approval and automatically renews at the end of the one-year period unless revoked or revised by the Audit
Committee.
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 at the
Annual Meeting and entitled to vote on Proposal No. 2 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 28, 2008.
Should such stockholder approval not be obtained, the Audit Committee will reconsider its appointment of Ernst &
Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 28,
2008.
Recommendation of the Board of Directors
The Board believes that Proposal No. 2 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 28,
2008.
PROPOSAL NO. 3
STOCKHOLDER PROPOSAL REGARDING MAJORITY VOTING
FOR THE ELECTION OF DIRECTORS
The United Brotherhood of Carpenters Pension Fund, 101 Constitution Avenue, N.W., Washington, D.C.
20001, a beneficial owner of 3,629 shares of Common Stock, has notified us that it intends to present the following
proposal at the meeting:
Stockholder Proposal
RESOLVED, that the shareholders of the Company hereby request that the Board of Directors initiate the
appropriate process to amend the Company’s governance documents (certificate of incorporation or bylaws) to
provide that director’s nominees shall be elected by the affirmative vote of the majority of votes cast at an annual
meeting of shareholders, with a plurality vote standard retained for contested director elections, that is when the
number of director nominees exceeds the number of board seats.
Supporting Statement
In order to provide shareholders a meaningful role in director elections, our Company’s director election vote
standard should be changed to a majority vote standard. A majority vote standard would require that a nominee
receive a majority of the votes cast in order to be elected. The standard is particularly well-suited for the vast
majority of director elections in which only board nominated candidates are on the ballot. We believe that a majority
vote standard in board elections would establish a challenging vote standard for board nominees and improve the
performance of individual directors and entire boards. Our Company presently uses a plurality vote standard in all
director elections. Under the plurality vote standard, a nominee for the board can be elected with as little as a single
affirmative vote, even if a substantial majority of the votes cast are “withheld” from the nominee.
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