SanDisk 2014 Annual Report Download - page 7

30JUL201319362378
10APR201403145991
SANDISK CORPORATION
951 SanDisk Drive
Milpitas, California 95035
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on June 18, 2015
To Our Stockholders:
You are cordially invited to attend the 2015 Annual Meeting of Stockholders (the ‘‘Annual Meeting’’)
of SanDisk Corporation, a Delaware corporation (the ‘‘Company’’), to be held on June 18, 2015 at
8:00 a.m., local time, at the Company’s headquarters, 951 SanDisk Drive, Milpitas, CA 95035, for the
following purposes:
1. To elect eight directors to serve on the Company’s Board of Directors for the ensuing year and
until their respective successors are duly elected and qualified. The eight director nominees are
Irwin Federman, Steven J. Gomo, Eddy W. Hartenstein, Dr. Chenming Hu, Catherine P. Lego,
Michael E. Marks, Sanjay Mehrotra, and D. Scott Mercer.
2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public
accounting firm for the fiscal year ending January 3, 2016.
3. To pass an advisory resolution to approve the compensation of the Company’s Named Executive
Officers.
4. To transact such other business as may properly come before the Annual Meeting or any
adjournment or postponement thereof.
The foregoing items of business are more fully described in the Proxy Statement that accompanies this
Notice. The Company’s Board of Directors recommends that you vote (1) ‘‘FOR’’ each of the director
nominees listed above; (2) ‘‘FOR’’ ratification of the appointment of Ernst & Young LLP; and (3) ‘‘FOR’’
the advisory resolution to approve the compensation of the Company’s Named Executive Officers.
Only stockholders of record at the close of business on April 20, 2015 are entitled to notice of and to
vote at the Annual Meeting and at any adjournment or postponement thereof.
Regardless of whether you plan to attend the Annual Meeting, please vote your shares as soon as
possible so that your shares will be voted in accordance with your instructions. For specific voting
instructions, please refer to the instructions on the proxy card or the Notice of Internet Availability of
Proxy Materials that was mailed to you. If you attend the meeting, you may revoke your proxy and vote
your shares in person.
We look forward to seeing you at the Annual Meeting.
By Order of the Board of Directors,
Michael E. Marks
Chairman of the Board of Directors
Milpitas, California
April 27, 2015
IMPORTANT NOTICE REGARDING INTERNET AVAILABILITY OF PROXY MATERIALS AND
ANNUAL REPORT
The Company’s proxy materials and Annual Report on Form 10-K are available at
www.sandisk.com/IR.
Proxy Statement