Sandisk Corp

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect eight director nominees to serve until the 2027 annual meeting and until their successors are duly elected and qualified.

2. 2

   Advisory Vote on Named Executive Officer Compensation

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation paid to Sandisk’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis, compensation tables, and related narrative disclosures.

   More detail

   Proposal 2 asks stockholders to approve, on a non-binding advisory basis, the compensation paid to Sandisk’s named executive officers as disclosed in the proxy statement. The vote covers the Compensation Discussion and Analysis, the compensation tables, and the accompanying narrative disclosures. Sandisk is seeking approval under Section 14A of the Exchange Act, which requires an advisory say-on-pay vote. The company’s stated compensation philosophy emphasizes pay for performance, long-term value creation, retention, and alignment with stockholder interests. The fiscal 2026 program placed substantial weight on performance-based annual and long-term incentives, including annual incentives tied to operating income, free cash flow, net debt, consumer revenue, and datacenter market share. Long-term awards included performance stock units linked to revenue and non-GAAP EPS, as well as performance-based launch grants tied to stock-price hurdles. The company reported maximum achievement for the fiscal 2026 short-term incentive plan and the launch grants, against a backdrop of exceptional reported revenue and stock-price performance. The Board recommends a vote FOR, citing the program’s alignment with stockholder interests, rigorous performance hurdles, and oversight by the independent Compensation and Talent Committee. Because the vote is advisory and non-binding, its outcome will not directly alter existing compensation, but the Board and committee state that they will consider the result in future compensation decisions.

3. 3

   Ratification of Appointment of Our Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of KPMG LLP as Sandisk’s independent registered public accounting firm for fiscal 2027.

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When is the Sandisk Corp 2026 annual meeting?

Sandisk Corp (SNDK) holds its 2026 annual shareholder meeting on Tuesday, November 17, 2026.

What is the record date for the Sandisk Corp 2026 meeting?

The record date for the Sandisk Corp 2026 meeting is Monday, September 21, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Sandisk Corp's 2026 meeting?

The board is presenting 8 director nominees at the Sandisk Corp 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Sandisk Corp 2026 meeting?

Shareholders will vote on 3 proposals at the Sandisk Corp 2026 meeting, each tagged with who proposed it and the board's recommendation.