SanDisk 2014 Annual Report Download - page 32

PROPOSAL NO. 3
ADVISORY RESOLUTION TO APPROVE THE COMPENSATION OF THE
NAMED EXECUTIVE OFFICERS OF SANDISK CORPORATION
At the Company’s 2011 Annual Meeting of Stockholders, the Company’s stockholders voted in favor
of holding an advisory vote to approve the compensation of the Company’s named executive officers every
year. The Board considered the voting results on that proposal and determined to adopt a policy providing
for an annual advisory stockholder vote to approve the compensation of the Company’s named executive
officers.
In accordance with that policy and pursuant to Section 14A of the Exchange Act, the Company is
asking stockholders to pass an advisory resolution commonly known as a ‘‘say-on-pay’’ proposal to approve
the Company’s compensation of its Named Executive Officers for fiscal year 2014 (who are identified
below in the ‘‘Compensation Discussion and Analysis’’) as reported in this Proxy Statement. As described
below in the ‘‘Compensation Discussion and Analysis’’ of this Proxy Statement, the Compensation
Committee has designed the Company’s compensation of its Named Executive Officers to align each
Named Executive Officer’s compensation with the Company’s near-, medium- and long-term performance
and to provide the compensation and incentives needed to attract, motivate and retain the executive
officers who are crucial to the Company’s long-term success. You are urged to read the ‘‘Compensation
Discussion and Analysis,’’ which describes in more detail the Company’s executive compensation policies,
particularly as they relate to the Named Executive Officers, as well as the Summary Compensation Table
and other related compensation tables and narrative, which provide detailed information on the
compensation of the Company’s Named Executive Officers.
The advisory resolution gives stockholders the opportunity to express their approval of the Company’s
Named Executive Officer compensation program. This vote is not intended to address any specific item of
compensation, but rather the overall compensation of the Company’s Named Executive Officers and the
philosophy, policies and practices described in this Proxy Statement. Accordingly, you are being asked to
vote on the following resolution at the Annual Meeting:
‘‘RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of
the Named Executive Officers, as disclosed in the Company’s Proxy Statement for the 2015 Annual
Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange
Commission, including the Compensation Discussion and Analysis, the Summary Compensation Table and
the other related tables and disclosure.’’
The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation
Committee or the Board. However, the Board and the Compensation Committee value the opinions of the
Company’s stockholders and to the extent there is any significant vote against the ‘‘say-on-pay’’ proposal,
the Compensation Committee will consider the Company’s stockholders’ concerns and will evaluate
whether any actions are necessary to address those concerns.
Unless the Board modifies its policy on the frequency of say-on-pay votes, the next say-on-pay vote
will be held at the Company’s 2016 Annual Meeting of Stockholders.
Recommendation of the Board of Directors
The Board believes that approval of Proposal No. 3 is in the Company’s best interests and the best
interests of its stockholders and unanimously recommends a vote FOR the advisory resolution to approve
the compensation of the Company’s Named Executive Officers, as disclosed in this Proxy Statement.
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