SanDisk 2007 Annual Report Download - page 6

Board is soliciting discretionary authority to vote proxies cumulatively in the event a stockholder gives notice of an
intent to cumulate votes. A majority of the shares of Common Stock entitled to vote will constitute a quorum for the
transaction of business at the Annual Meeting.
If any stockholder is unable to attend the Annual Meeting, the stockholder may vote by proxy. The proxy is
solicited by the Board of Directors and, when the proxy card is properly completed and returned, or the proxy is
granted by telephone or through the Internet, the proxy will be voted as directed by the stockholder. Stockholders
are urged to specify their choices on the proxy card or by the telephone or through the Internet voting process. If you
sign and return the proxy card, or grant your proxy by telephone or through the Internet, but do not vote on a
proposal, in the absence of contrary instructions, the shares of Common Stock represented by such proxy will be
voted FOR Proposals 1 and 2 and AGAINST Proposal 3, and will be voted in the proxy holders’ discretion as to
other matters that may properly come before the Annual Meeting.
The affirmative vote of a plurality of the shares present or represented by proxy at the Annual Meeting and
voting is required for the election of Directors of the Company (Proposal 1). The affirmative vote of a majority of the
shares present or represented by proxy at the Annual Meeting and entitled to vote is required for the ratification of
the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm
(Proposal 2). The affirmative vote of a majority of the shares present or represented by proxy at the Annual
Meeting and entitled to vote is required to approve the stockholder proposal regarding majority voting for Directors
of the Company (Proposal 3). Stockholder votes will be tabulated by a representative of Broadridge Financial
Solutions, Inc. Abstentions and broker non-votes are each included in determining the number of shares present and
voting at the Annual Meeting for purposes of determining the presence or absence of a quorum, and each is
tabulated separately. Abstentions with respect to any matter other than the election of Directors of the Company
(Proposal 1) will be treated as shares present or represented by proxy and entitled to vote on that matter and will thus
have the same effect as negative votes. If shares are not voted by the bank, broker or other financial institution which
is the record holder of the shares but which 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 the proxy holder’s exercise. A proxy
may be revoked by filing with the 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 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 these 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 and customary expenses. Following the availability of the proxy materials and other soliciting materials,
the Company will request brokers, custodians, nominees and other record holders to forward proxy materials and
other soliciting materials to persons for whom they hold shares and to request authority for the exercise of proxies.
In these cases, the Company, upon the request of the record holders, will reimburse these holders for their
reasonable expenses.
3