SanDisk 2011 Annual Report Download - page 14

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 as the Board recommends on
each proposal and the persons named as proxies will vote on any other matters properly presented at the Annual
Meeting in accordance with their best judgment. Stockholder votes will be tabulated by a representative of
Broadridge Financial Solutions, Inc.
Each share of Common Stock outstanding on the Record Date is entitled to one vote on each of the eight
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 the Company’s 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 Nominating and Governance Committee of the Board (the
“Nominating and Governance Committee”) considers the resignation and makes a recommendation to the Board
about whether to accept or reject the resignation, or 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 (4) business days of the decision.
With respect to the ratification of the appointment of Ernst & Young LLP as the Company’s independent
registered public accounting firm and the advisory resolution to approve executive compensation, you may vote
FOR, AGAINST or ABSTAIN with respect to each proposal. In order to be approved, each of these proposals
requires the affirmative FOR vote of a majority of the votes cast. Any ABSTAIN vote will have the same effect
as a vote AGAINST the matter.
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 holder 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 and the advisory
resolution to approve executive compensation. 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. However, abstentions and broker non-votes (i.e., when a stockholder does not
provide voting instructions to their broker or nominee) will count for purposes of determining whether a quorum
exists. Please instruct your bank or broker so your vote can be counted on all proposals.
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 adopted 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 Notice 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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