Form 8-K 2012-Q2 Stockholders' Meeting Results
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)
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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):
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
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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:
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| | 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.
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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.
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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.
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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) |