UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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SANDISK CORPORATION
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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*** Exercise Your Right to Vote ***
IMPORTANT NOTICE Regarding the Availability of Proxy Materials
SANDISK CORPORATION
Meeting Information
Meeting Type:
Annual
For holders as of:
03/30/09
Date: 05/27/09
Time: 8:00 A.M., PDT
Location:
Corporate Headquarters
601 McCarthy Blvd.
Milpitas, CA 95035
SANDISK CORPORATION
601 MCCARTHY BLVD.
MILPITAS, CA 95035
You are receiving this communication because you hold shares in the company named above.
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
We encourage you to access and review all of the important information contained in the proxy materials before voting.
See the reverse side of this notice to obtain proxy materials and voting instructions.
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Before You Vote
How to Access the Proxy Materials
Proxy Materials Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT
ANNUAL REPORT/FORM 10-K COMBINED DOCUMENT
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How To Vote
Please Choose One of the Following Voting Methods
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Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
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Voting Items
The Board of Directors recommends a
vote FOR the election of the Nominees
listed below, FOR proposals 2-5, and
AGAINST proposals 6 and 7.
1. Election of Directors
Nominees:
01) Dr. Eli Harari
02) Irwin Federman
03) Steven J. Gomo
04) Eddy W. Hartenstein
05) Catherine P. Lego
06) Michael E. Marks
07) Dr. James D. Meindl
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, 2010.
3. To approve amendments to the Company’s Certificate of Incorporation that would eliminate cumulative voting to permit the Company to effectively implement a majority voting standard for the election of Directors.
4. To approve amendments to the Company’s 2005 Incentive Plan that would increase the number of authorized shares under the Company’s 2005 Incentive Plan by an additional 5,000,000 shares.
5. To approve amendments to the Company’s 2005 Incentive Plan that would increase the number of awards without cash consideration permitted to be issued from 10% to 25% of the shares authorized under the Company’s 2005 Incentive Plan.
6. To consider and vote on a stockholder proposal relating to majority voting for Directors, if properly presented at the Annual Meeting.
7. To consider and vote on a stockholder proposal relating to the annual production of a detailed sustainability report by the Company, if properly presented at the Annual Meeting.
To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
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