SanDisk 2007 Annual Report Download - page 5

PROXY STATEMENT
FOR THE ANNUAL MEETING OF STOCKHOLDERS OF
SANDISK CORPORATION
TO BE HELD MAY 28, 2008
GENERAL
This Proxy Statement is furnished in connection with the solicitation by the Board of Directors (the “Board of
Directors” or the “Board”) of SanDisk Corporation, a Delaware corporation (the “Company,” “SanDisk,” “we” or
“our”), of proxies to be voted at the Company’s Annual Meeting of Stockholders (the “Annual Meeting”) to be held
on May 28, 2008, or at any adjournment or postponement thereof, for the purposes set forth in the accompanying
Notice of Annual Meeting of Stockholders. Stockholders of record at the close of business on March 31, 2008 will
be entitled to vote at the Annual Meeting. The Annual Meeting will be held at 8:00 a.m., local time, at the
Company’s headquarters, 601 McCarthy Boulevard, Milpitas, California 95035.
This Proxy Statement and the proxy card will be made available to stockholders entitled to vote at the Annual
Meeting on or about April 11, 2008.
INTERNET AVAILABILITY OF PROXY MATERIALS AND ANNUAL REPORT
Pursuant to the new rules recently adopted by the Securities and Exchange Commission (the “SEC”), the
Company has elected to provide access to its proxy materials and the Company’s Annual Report on Form 10-K (the
“Proxy Materials”) over the Internet. Accordingly, the Company is sending a Notice of Internet Availability of
Proxy Materials (the “Notice”) to its stockholders of record and beneficial owners. All stockholders will have the
ability to access the Proxy Materials on a website referred to in the Notice or request to receive a printed set of the
Proxy Materials. Instructions on how to access the Proxy Materials over the Internet or to request a printed copy
may be found on the Notice. In addition, stockholders may request to receive the Proxy Materials in printed form by
mail or electronically by email on an ongoing basis.
The Notice will provide stockholders with instructions regarding how to:
• View the Proxy Materials for the Annual Meeting on the Internet; and
• Instruct the Company to send its future Proxy Materials to stockholders electronically by email.
Choosing to receive the future Proxy Materials by email will save the Company the cost of printing and mailing
documents to its stockholders and will reduce the impact of the Company’s annual stockholders’ meetings on the
environment. If a stockholder chooses to receive the future Proxy Materials by email, the stockholder will receive an
email next year with instructions containing a link to those materials and a link to the proxy voting site. Any
stockholder’s election to receive the Proxy Materials by email will remain in effect until such stockholder
terminates it.
VOTING RIGHTS
The close of business on March 31, 2008 was the record date for stockholders entitled to notice of and to vote at
the Annual Meeting or any adjournment or postponement thereof. At the record date, the Company had approx-
imately 224,739,318 shares of Common Stock outstanding and entitled to vote at the Annual Meeting, held by
approximately 495 stockholders of record. Each holder of record at the close of business on March 31, 2008 is
entitled to one vote for each share of Common Stock so held. In the election of Directors, however, cumulative
voting is authorized for all stockholders if any stockholder gives notice at the meeting, prior to voting for the
election of Directors, of his, her or its intention to cumulate votes. Under cumulative voting, a stockholder may
cumulate votes and give to one nominee a number of votes equal to the number of Directors to be elected (seven at
this meeting) multiplied by the number of votes to which such stockholder is entitled, or may distribute such number
among any or all of the nominees. The seven candidates receiving the highest number of votes will be elected. The
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