SanDisk 2007 Annual Report Download - page 7

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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 2009 Annual Meeting must be received no later than December 12, 2008 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 2009 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 25, 2009.
PROPOSAL NO. 1
ELECTION OF DIRECTORS
The current Board of Directors consists of seven 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 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 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 the SEC and applicable stock exchange rules. Directors elected to the Board of Directors will serve
for the ensuing year and until their respective successors are duly elected and qualified. Each nominee has been
recommended for nomination by the Nominating and Governance Committee, has been nominated by the Board of
Directors for election and has agreed to serve if elected, and the Board of Directors has no reason to believe that any
nominee will be unavailable or will decline to serve. In the event, however, that any nominee is unable or declines to
serve as a Director at the time of the Annual Meeting, the proxies will be voted for any nominee who is designated
by the current Board of Directors to fill the vacancy. Unless otherwise instructed, the proxyholders will vote the
proxies received by them “FOR” the nominees named below. The seven candidates receiving the highest number of
the affirmative votes of the shares entitled to vote at the Annual Meeting will be elected Directors of the Company.
The proxies solicited by this Proxy Statement may not be voted for more than seven nominees.
NOMINEES
Set forth below is information regarding the nominees to the Board of Directors.
Name
Position(s) with
the Company Age
First Elected/Appointed
As a
Director
Dr. Eli Harari(1) .................. Chairman of the Board, Director and
Chief Executive Officer
62 1988
Irwin Federman(2)(3) .............. ViceChairman of the Board and Lead
Independent Director
72 1988
Steven J. Gomo(2)................. Director 56 2005
Eddy W. Hartenstein(4) ............. Director 57 2005
Catherine P. Lego(2)(5) ............. Director 51 2004
Michael E. Marks(3)(4) ............. Director 57 2003
Dr. James D. Meindl(3) ............. Director 74 1989
(1) Member of the Special Option Committee.
(2) Member of the Audit Committee.
(3) Member of the Compensation Committee.
(4) Member of the Nominating and Governance Committee.
(5) Ms. Lego served as a Director of the Company from 1989 to 2002 and returned to the Board of Directors in May
2004.
4