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): February 16, 2016

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 (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))










 





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

(e) Compensatory Arrangements of Certain Officers

On February 16, 2016, the Compensation Committee of the Board of Directors of SanDisk Corporation (the “Company”) took a number of actions affecting officer compensation, including the approval of bonuses for fiscal year 2015, base salaries and target bonus percentages for fiscal year 2016 for the Company’s named executive officers for whom compensation was disclosed in the Company’s most recent proxy statement and who remain employed by the Company (the “Named Executive Officers”).

The approved bonus amounts for fiscal year 2015 for the Named Executive Officers are as follows:

Name
 
Title
 
2015
Bonus Amount
Sanjay Mehrotra
 
President and Chief Executive Officer
 
$
472,500

Judy Bruner
 
Executive Vice President, Administration and Chief Financial Officer
 
195,300

Sumit Sadana
 
Executive Vice President, Chief Strategy Officer and General Manager, Enterprise Solutions
 
146,560

Mark Brazeal
 
Chief Legal Officer and Senior Vice President, IP Licensing
 
84,000

Shuki Nir
 
Senior Vice President, Corporate Marketing, and General Manager, Retail
 
81,900



The approved base salary amounts, effective as of February 22, 2016, for the Named Executive Officers are as follows:

Name
 
Title
 
Base Salary
Sanjay Mehrotra
 
President and Chief Executive Officer
 
$
1,050,000

Judy Bruner
 
Executive Vice President, Administration and Chief Financial Officer
 
670,530

Sumit Sadana
 
Executive Vice President, Chief Strategy Officer and General Manager, Enterprise Solutions
 
558,260

Mark Brazeal
 
Chief Legal Officer and Senior Vice President, IP Licensing
 
412,000

Shuki Nir
 
Senior Vice President, Corporate Marketing, and General Manager, Retail
 
432,600



The approved target bonus percentages (as a percentage of base salary) for fiscal year 2016 for the Named Executive Officers are the same as for fiscal year 2015.











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:
February 19, 2016
 
 
 
 
SANDISK CORPORATION
 
 
 
 
 
 
By:
/s/ Judy Bruner
 
 
Name:
Judy Bruner
 
 
Title:
Executive Vice President,
Administration and Chief Financial Officer (Principal Financial Officer)