SanDisk 2009 Annual Report Download - page 14

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PROPOSAL NO. 1
ELECTION OF DIRECTORS
The Board currently consists of nine members. Each of the nine nominees is currently a Director and was
elected to the Board of Directors by the stockholders at the 2009 annual meeting, except Mr. DeNuccio and
Dr. Hu, who were both appointed by the Board in August 2009. The Board has determined that each of the
nominees listed below, other than Dr. Harari, is independent as defined under SEC rules and the listing standards
of the NASDAQ Global Market. There are no family relationships between any executive officer and any
Director nominee. 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 and has been nominated by the Board of Directors for election. In the
event, that any nominee is unavailable to serve, an event that we do not anticipate occurring, 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 proxy holders will vote the proxies received by them “FOR” the nominees named below. In
accordance with the procedures described above under “Voting Rights,” a Director nominee must receive a
majority of the votes cast with respect his or her election to the Board. The proxies solicited by this Proxy
Statement may not be voted for more than nine nominees.
Set forth below is information regarding the nominees to the Board of Directors as of March 31, 2010.
Name
Position(s) with
the Company Age
First Elected/Appointed
as a
Director
Dr. Eli Harari ............. Chairman of the Board, Director
and Chief Executive Officer
64 1988
Irwin Federman (1)(2) ........ Vice Chairman of the Board and
Lead Independent Director
74 1988
Kevin DeNuccio ........... Director 51 2009
Steven J. Gomo (1) .......... Director 58 2005
Eddy W. Hartenstein (3) ...... Director 59 2005
Dr. Chenming Hu (2) ........ Director 63 2009
Catherine P. Lego (1)(4) ...... Director 53 2004
Michael E. Marks (2)(3) ....... Director 59 2003
Dr. James D. Meindl (2) ...... Director 76 1989
(1) Member of the Audit Committee.
(2) Member of the Compensation Committee.
(3) Member of the Nominating and Governance Committee.
(4) Ms. Lego served as a Director of the Company from 1989 to 2002 and returned to the Board of Directors in
May 2004.
4