SanDisk 2009 Annual Report Download - page 12

In addition to voting in person at the Annual Meeting, stockholders may vote by proxy as follows:
Internet. A stockholder can submit a proxy over the Internet by following the instructions provided in the
Notice or on the separate proxy card.
Telephone. A stockholder can submit a proxy over the telephone by following the instructions provided in
the Notice or on the separate proxy card.
Mail. A stockholder that received a printed set of the Proxy Materials can submit a proxy by mail by
completing, signing and returning the separate proxy card in the prepaid and addressed envelope included with
the Proxy Materials.
Stockholders are urged to specify their choices on the proxy they submit by internet, telephone or mail. If
you submit a proxy, but do not specify how you want to 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,
Stockholder votes will be tabulated by a representative of Broadridge Financial Solutions, Inc. and will be voted
in the proxy holders’ discretion as to other matters that may properly come before the Annual Meeting.
Each share of the Common Stock outstanding on the Record Date is entitled to one vote on each of the nine
director nominees and one vote on each other matter. To be elected, Directors must receive a majority of the
votes cast with respect to such Director (e.g., the number of shares voted FOR a Director nominee must exceed
the number of votes cast AGAINST that nominee). Under our Corporate Governance Principles, each Director
nominee submits, in advance of the Annual Meeting, an irrevocable resignation that will become effective if (i) a
majority of the votes cast in the election are voted AGAINST the Director nominee and (ii) the Board accepts the
tendered resignation. The Company’s Nominating and Governance Committee considers the resignation and
makes a recommendation to the Board about whether to accept or reject the resignation, or whether to take other
action. The Board will consider and act on the Nominating and Governance Committee’s recommendation within
90 days from the date that the election results were certified and will disclose its action publicly within four
business days of the decision.
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).
A broker or nominee is entitled to vote shares held for a beneficial holder on routine matters, such as the
ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public
accounting firm, without instructions from the beneficial holder of those shares. On the other hand, absent
instructions from the beneficial holders of such shares, a broker is not entitled to vote shares held for a beneficial
holder on non-routine items considered at the Annual Meeting, such as the election of Directors. Consequently, if
you do not give your broker specific instructions, your shares may not be voted on the non-routine matters and
will not be counted in determining the number of shares necessary for approval, although they will count for
purposes of determining whether a quorum exists.
STOCKHOLDERS SHARING THE SAME LAST NAME AND ADDRESS
To reduce the expense of delivering duplicate proxy materials to stockholders who may have more than one
account holding Common Stock but who share the same address, the Company has a procedure approved by the
SEC called “householding.” Under this procedure, certain stockholders of record who have the same address and
last name, and who do not participate in electronic delivery of proxy materials, will receive only one copy of the
Company’s Notice of Internet Availability of Proxy Materials and the Proxy Materials that are delivered until
such time as one or more of these stockholders notifies the Company otherwise.
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