SanDisk 2010 Annual Report Download - page 52

PROPOSAL NO. 6
ADVISORY VOTE ON FREQUENCY OF “SAY ON PAY” VOTE
Section 14A of the Exchange Act enables stockholders to indicate their opinion on the frequency with which
the Company should seek a say-on-pay vote, such as Proposal No. 5 included in this Proxy Statement. By voting
on this Proposal No. 6, stockholders may indicate whether they would prefer to vote on an advisory say-on-pay
resolution on Named Executive Officer compensation once every one, two, or three years. The Board has
determined that an advisory vote on Named Executive Officer compensation every year is the most appropriate
alternative for the Company and, therefore, the Board recommends that you vote for the advisory resolution on
executive compensation to occur every year.
In formulating its recommendation, the Board considered that an annual advisory vote on Named Executive
Officer compensation will allow stockholders to provide the Company with direct input on the Company’s
compensation philosophy, policies and practices during every proxy season. Additionally, while the Company’s
Named Executive Officer compensation programs are designed to promote a long-term connection between pay
and performance, the Board currently believes that an annual advisory vote on Named Executive Officer
compensation is consistent with seeking input from, and engaging in discussions with, the stockholders on
corporate governance matters. The Company understands that the stockholders may have different views as to
what is the best approach for the Company, and the Company looks forward to hearing from its stockholders on
this proposal.
You may cast your vote on your preferred voting frequency by choosing the option of every year, every two
years, every three years or abstain from voting. This vote is advisory and not binding on the Compensation
Committee, the Board or the Company in any way, and the Board may in the future decide that it is in the best
interests of its stockholders and the Company to hold an advisory vote on executive compensation more or less
frequently than the option approved by the Company’s stockholders. Stockholders are able to specify one of four
choices for this proposal on the proxy card: one year, two years, three years or abstain. Stockholders are not
voting to approve or disapprove the Board’s recommendation. Although non-binding, the Board and the
Compensation Committee will carefully review the Company’s stockholders’ input
Recommendation of the Board of Directors
The Board unanimously recommends a vote for the option of once every year as the frequency with
which stockholders are provided an advisory vote on Named Executive Officer compensation as disclosed
in this Proxy Statement.
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