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 18, 2015

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.)

951 SanDisk Drive, 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:

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))







 




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

SanDisk Corporation (the “Company”) held its 2015 Annual Meeting of Stockholders on June 18, 2015 (the “Annual Meeting”). The final results for each of the matters submitted to the Company’s stockholders at the Annual Meeting are set forth below:

Proposal 1. Election of Directors. The Company’s stockholders elected the following 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:
 
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
Michael E. Marks
 
158,413,865

 
6,535,777

 
344,828

 
20,237,908

Irwin Federman
 
143,190,418

 
21,761,281

 
342,771

 
20,237,908

Steven J. Gomo
 
160,797,829

 
4,153,483

 
343,158

 
20,237,908

Eddy W. Hartenstein
 
160,689,868

 
4,264,117

 
340,485

 
20,237,908

Dr. Chenming Hu
 
137,262,169

 
27,690,152

 
342,149

 
20,237,908

Catherine P. Lego
 
158,345,023

 
6,609,827

 
339,620

 
20,237,908

Sanjay Mehrotra
 
158,381,123

 
6,573,683

 
339,664

 
20,237,908

D. Scott Mercer
 
160,813,607

 
4,139,712

 
341,151

 
20,237,908


Proposal 2. Ratification of the Appointment of Independent Registered Public Accounting Firm for the Fiscal Year Ending January 3, 2016. The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending January 3, 2016.
For
 
Against
 
Abstain
182,408,215
 
2,774,373
 
349,790

Proposal 3. Advisory Resolution to Approve the Compensation of the Company’s Named Executive Officers. The Company’s stockholders passed the advisory resolution to approve the compensation of the Company’s named executive officers, as described in the definitive proxy statement for the Annual Meeting.
For
 
Against
 
Abstain
 
Broker
Non-Votes
134,020,463
 
30,561,588
 
712,419
 
20,237,908

No other matters were submitted for stockholder action at the Annual Meeting.





SIGNATURES

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.

 
 
SANDISK CORPORATION
 
 
 
 
 
 
Dated:
June 18, 2015
By:
/s/ Judy Bruner
 
 
 
 
Judy Bruner
 
 
 
 
Executive Vice President, Administration and Chief Financial Officer
(Principal Financial Officer)