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 12, 2012

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


Delaware
000-26734
77-0191793
(State or other jurisdiction
of incorporation)
(Commission File No.)
(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):

o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))








 




TABLE OF CONTENTS



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

SIGNATURE





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

On June 12, 2012, SanDisk Corporation (the “Company”) held its 2012 Annual Meeting of Stockholders. The final results for each of the matters submitted to the stockholders at the 2012 Annual Meeting of Stockholders are set forth below:

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:
 
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Michael E. Marks
 
170,943,872
 
6,839,619
 
669,798
 
24,729,663
Kevin DeNuccio
 
173,753,909
 
4,158,693
 
540,687
 
24,729,663
Irwin Federman
 
167,414,686
 
10,496,037
 
542,566
 
24,729,663
Steven J. Gomo
 
173,901,396
 
4,007,111
 
544,782
 
24,729,663
Eddy W. Hartenstein
 
173,193,541
 
4,720,738
 
539,010
 
24,729,663
Dr. Chenming Hu
 
173,919,489
 
3,993,355
 
540,445
 
24,729,663
Catherine P. Lego
 
173,505,536
 
4,405,741
 
542,012
 
24,729,663
Sanjay Mehrotra
 
173,874,845
 
4,033,032
 
545,412
 
24,729,663


Proposal 2. Ratification of the Appointment of Independent Registered Public Accounting Firm For the Fiscal Year Ending December 30, 2012. The Company’s stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 30, 2012.
For
 
Against
 
Abstain
196,613,578
 
5,869,415
 
699,959


Proposal 3. Advisory Resolution to approve Executive Compensation. The Company’s stockholders approved the advisory resolution on executive compensation.
For
 
Against
 
Abstain
 
Broker Non-Votes
172,088,874
 
5,698,169
 
666,246
 
24,729,663


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 13, 2012
 
 
 
SANDISK CORPORATION
 
 
By:
/s/ Judy Bruner
 
 
Name:
Judy Bruner
 
 
Title:
Executive Vice President, Administration and Chief Financial Officer (Principal Financial Officer)