UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): June 7, 2011

SanDisk Corporation
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation)
 
000-26734
(Commission File No.)
 
77-0191793
(I.R.S. Employer
Identification No.)
 


601 McCarthy Boulevard, Milpitas, California  95035

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (408) 801-1000

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 


 
 
 
 
 

 
TABLE OF CONTENTS

Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Item 5.07
Submission of Matters to a Vote of Security Holders.
SIGNATURE
 
 
 
 
 
 
 

 
 
Item 5.02                 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 
On June 7, 2011, stockholders of SanDisk Corporation (the “Company”) approved amendments to the Company’s Amended and Restated 2005 Incentive Plan, the Company’s Amended and Restated 2005 Employee Stock Purchase Plan and the Company’s Amended and Restated 2005 International Employee Stock Purchase Plan (collectively referred to as the “Plans”).  Among other things, the amendments to the Plans increase the number of shares of the Company’s common stock reserved for awards under each of the Plans.  The Plans and a summary of the material changes are described in the Company’s proxy statement for the Company’s 2011 Annual Meeting, which was filed with the Securities and Exchange Commission on April 20, 2011.  The descriptions of the Plans in the proxy statement are qualified in their entirety by reference to the full text of the Plans, which were filed as Annex A and Annex B of the proxy statement and are incorporated herein by reference.

Item 5.07                 Submission of Matters to a Vote of Security Holders.

 
On June 7, 2011, the Company held its 2011 Annual Meeting of Stockholders.  The final results for each of the matters submitted to the stockholders at the 2011 Annual Meeting of Stockholders are as follows:

Proposal 1. Election of Directors.  The Company’s stockholders elected the following 8 individuals for the ensuing year and until his or her respective successors are duly elected and qualified:

   
Shares For
   
Votes Withheld
   
Broker Non-Votes
 
Michael E.  Marks
  161,272,083     4,710,085     32,235,528  
Kevin DeNuccio
  161,839,431     4,142,737     32,235,528  
Irwin Federman
  158,007,256     7,974,912     32,235,528  
Steven J.  Gomo
  161,857,719     4,124,449     32,235,528  
Eddy W.  Hartenstein
  160,767,810     5,214,358     32,235,528  
Dr.  Chenming Hu
  161,313,913     4,668,255     32,235,528  
Catherine P.  Lego
  161,912,619     4,069,549     32,235,528  
Sanjay Mehrotra
  164,619,854     1,362,314     32,235,528  

Proposal 2. Ratification of the Appointment of Independent Registered Public Accounting Firm For the Fiscal Year Ending January 1, 2012.  The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 1, 2012.

For
Against
Abstain
193,073,746
5,029,087
114,863

Proposal 3. Approval of Amendments to the Company’s 2005 Incentive Plan.  The Company’s stockholders approved the amendments to the Company’s 2005 Incentive Plan.

For
Against
Abstain
Broker Non-Votes
140,684,912
23,877,322
1,419,934
32,235,528


 
 
 

 
 
 
Proposal 4. Approval of Amendments to the Company’s 2005 Employee Stock Purchase Plans.  The Company’s stockholders approved the amendments to the Company’s 2005 Employee Stock Purchase Plans.

For
Against
Abstain
Broker Non-Votes
162,252,370
2,386,858
1,342,940
32,235,528

Proposal 5. Advisory Resolution on Executive Compensation.  The Company’s stockholders approved the advisory resolution on executive compensation.

For
Against
Abstain
Broker Non-Votes
137,679,261
26,938,821
1,364,086
32,235,528

Proposal 6. Advisory Vote on the Frequency of Holding an Advisory Vote on Executive Compensation.  The Company’s stockholders approved holding future advisory votes on executive compensation every year.

1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
146,480,893
359,838
17,799,046
1,342,391
32,235,528

No other matters were submitted for stockholder action.
 
 
 
 
 
 
 

 



SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
 
Date: June 7, 2011
   
 
SANDISK CORPORATION
     
 
By:
/s/ Judy Bruner 
 
Name:
Judy Bruner
 
Title:
Executive Vice President, Administration and Chief Financial Officer (Principal Financial and Accounting Officer)