SanDisk 2011 Annual Report Download - page 37

Proxy Statement
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Section 16(a) of the Exchange Act, requires the Company’s Directors, executive officers and persons who
own more than 10% of a registered class of the Company’s equity securities, to file initial reports of ownership
and reports of changes in ownership of Common Stock and other equity securities of the Company with the SEC.
Officers, Directors and stockholders holding more than 10% of the outstanding capital stock of the Company are
required by SEC regulations to furnish the Company with copies of all Section 16(a) reports they file.
The Company reviewed copies of reports filed pursuant to Section 16(a) of the Exchange Act and written
representations from reporting persons that all reportable transactions were reported. Based solely on that review,
the Company believes that during the fiscal year ended January 1, 2012 all required filings were timely made in
accordance with the Exchange Act’s requirements, except for a Form 4 filed on February 25, 2011 on behalf of
Mr. Brelsford.
Equity Compensation Information for Plans or Individual Arrangements with Employees and
Non-Employees
The following table provides information as of January 1, 2012 with respect to the shares of Common Stock
that may be issued under the Company’s existing equity compensation plans. Other than as described in footnote
(4) to the following table, there are no assumed plans under which any options to acquire shares or other share-
based awards may be granted.
Plan category
Number of securities to be
issued upon exercise of
outstanding options,
warrants and rights
(a)
Weighted-average exercise
price of outstanding
options, warrants and
rights (1)
(b)
Number of securities
remaining available for
future issuance under
equity compensation plans
(excluding securities
reflected in column (a))
(c)
Equity compensation plans approved
by stockholders (2) .............. 18,671,199(3)(4)(5) $36.65 18,898,074(6)
Equity compensation plans not
approved by stockholders ....... N/A N/A N/A
Total .......................... 18,671,199 $36.65 18,898,074
(1) Weighted average exercise price of outstanding options; excludes restricted stock units.
(2) Consists solely of the 2005 Plan, including options incorporated from the Company’s 1995 Stock Option
Plan and 1995 Non-Employee Directors Stock Option Plan (together with the 1995 Stock Option Plan, the
“Predecessor Plans”), the 2005 Amended and Restated Employee Stock Purchase Plan and the 2005
Amended and Restated International Employee Stock Purchase Plan (together with the 2005 Amended and
Restated Employee Stock Purchase Plan, the “2005 Purchase Plans”).
(3) Excludes purchase rights accruing under the 2005 Purchase Plans, which have a combined stockholder-
approved reserve of 10,000,000 shares. Under the 2005 Purchase Plans, each eligible employee may
purchase up to 1,500 shares of Common Stock at the end of each six (6) month offering period (the last
U.S. business day on or preceding February 14th and August 14th of each calendar year) at a purchase price
per share equal to 85% of the lower of (i) the closing selling price per share of Common Stock on the
employee’s entry date into that six (6) month offering period or (ii) the closing selling price per share on the
purchase date.
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