SanDisk 2012 Annual Report Download - page 163

This is a TAB type table. Insert
conts here. Annual Report
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required by this item is set forth under “Business-Executive Officers” in this report and
under “Election of Directors” and “Compliance with Section 16(a) of the Securities Exchange Act of 1934” in
our Proxy Statement for our 2013 Annual Meeting of Stockholders, and is incorporated herein by reference.
We have adopted a code of ethics that applies to our Principal Executive Officer and Principal Financial
Officer. This code of ethics, which consists of the “SanDisk Code of Ethics for Financial Executives” section of
our code of ethics, that applies to employees generally, is posted on our website at “www.sandisk.com/about-
sandisk/corporate-social-responsibility/corporate-responsibility/labor-and-ethics.” From this webpage, click on
“SanDisk Worldwide Code of Business Conduct and Ethics.”
We intend to satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding an amendment to, or
waiver from, a provision of this code of ethics by posting the required information on our website, at the address
and location specified above.
ITEM 11. EXECUTIVE COMPENSATION
The information required by this item is set forth under “Director Compensation Table —Fiscal 2012,”
“Compensation Committee Report on Executive Compensation,” “Compensation Discussion and Analysis,”
“Summary Compensation Table — Fiscal 2010-2012,” “Outstanding Equity Awards at Fiscal 2012 Year-End”
and “Option Exercises and Stock Vested in Fiscal 2012” in our Proxy Statement for our 2013 Annual Meeting of
Stockholders, and is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
The information required by this item is set forth under “Security Ownership of Certain Beneficial Owners
and Management” and “Equity Compensation Information for Plans or Individual Arrangements with Employees
and Non-Employees” in our Proxy Statement for our 2013 Annual Meeting of Stockholders, and is incorporated
herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE
The information required by this item is set forth under “Compensation Committee Interlocks and Insider
Participation,” “Certain Transactions and Relationships,” and under “Election of Directors” in our Proxy
Statement for our 2013 Annual Meeting of Stockholders, and is incorporated herein by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information required by this item is set forth under the caption “Principal Accountant Fees and
Services” and “Audit Committee Report” in our Proxy Statement for our 2013 Annual Meeting of Stockholders,
and is incorporated herein by reference.
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