SanDisk 2014 Annual Report Download - page 11

from the beneficial holder of such shares, a broker or nominee 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 the compensation of the Company’s Named Executive Officers.
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 broker or nominee 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.
Stockholders who receive a single set of Proxy Materials as a result of householding and wish to have
separate copies of the Notice or the Proxy Materials may submit a request to: Investor Relations,
c/o SanDisk Corporation, 951 SanDisk Drive, Milpitas, CA 95035, or call the Company’s Investor
Relations department at [phone], and the Company will promptly comply with such request.
Stockholders may contact the Company’s Investor Relations representative at the phone number above if
it receives multiple copies of the Proxy Materials and would prefer to receive a single copy in the future.
Revocability of Proxies
Any person giving a proxy has the power to revoke it at any time before the close of voting.
Stockholders of record may revoke their proxy by filing with the Secretary of the Company an instrument
of revocation or a duly executed proxy bearing a later date, or by attending the Annual Meeting and voting
in person. If your shares of Common Stock are held in ‘‘street name’’ (i.e., held for your benefit through a
broker, bank, or other nominee), contact your broker or nominee for specific instructions on revoking your
vote.
Solicitation of Proxies
The Board is soliciting proxies for the Annual Meeting. The Company will bear the cost of soliciting
proxies. Copies of solicitation materials will be furnished to brokerage houses, fiduciaries and custodians
holding shares in their names that are beneficially owned by others to forward to such beneficial owners
who have requested to receive paper copies. The Company may reimburse such persons for the costs they
incur to forward the solicitation material to such beneficial owners. The original solicitation of proxies may
be supplemented by solicitation by telephone, facsimile or other means by Directors, officers or employees
of the Company. No additional compensation will be paid to these individuals for these services. The
Company may enlist the help of banks and brokerage firms in soliciting proxies from their customers and
reimburse the banks and brokerage firms for related out-of-pocket expenses.
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Proxy Statement