Sandisk stockholders back board, executive pay and KPMG in 2025 vote

Rhea-AI Filing Summary

Sandisk Corporation reported the results of its annual meeting of stockholders held on November 18, 2025. Stockholders elected seven directors to serve until the next annual meeting, with each nominee receiving over 102 million votes in favor and approximately 14.5 million broker non-votes.

Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers, with 106,849,286 votes for, 1,787,342 against, and 95,588 abstentions. They also supported holding future advisory votes on executive pay every year, with 107,275,446 votes for a one-year frequency, compared with 62,475 for two years and 1,310,157 for three years. The board will continue to hold this nonbinding advisory vote annually.

In addition, stockholders ratified the appointment of KPMG LLP as Sandisk’s independent registered public accounting firm for fiscal 2026, with 122,820,985 votes for, 282,154 against, and 105,366 abstentions, and no broker non-votes.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

Sandisk Corp false 0002023554 0002023554 2025-11-18 2025-11-18

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): November 18, 2025

Sandisk Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-42420		99-1508671
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

951 Sandisk Drive
Milpitas
California		95035
(Address of Principal Executive Offices)		(Zip Code)

(408) 801-1000

(Registrant’s Telephone Number, Including Area Code)

Not applicable

(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share		SNDK		The Nasdaq Stock Market LLC
				(Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Sandisk Corporation (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”) on November 18, 2025. Results of the voting at the Annual Meeting are set forth below.

Proposal 1. Election of Directors. The stockholders elected the following seven directors to hold office until the next annual meeting of stockholders and until their respective successors are duly elected and qualified. The voting results were as follows:

		For				Against				Abstain				Broker Non-Votes
Richard B. Cassidy II			108,082,365				597,249				52,602				14,476,289
Thomas Caulfield			108,107,990				573,502				50,724				14,476,289
David V. Goeckeler			102,617,329				6,074,694				40,193				14,476,289
Devinder Kumar			108,077,890				601,504				52,822				14,476,289
Necip Sayiner			107,720,427				957,645				54,144				14,476,289
Ellyn J. Shook			108,515,989				165,287				50,940				14,476,289
Miyuki Suzuki			108,377,092				312,518				42,606				14,476,289

Proposal 2. Advisory Vote on Named Executive Officer Compensation. The stockholders approved, on an advisory basis, the named executive officer compensation described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 7, 2025. The voting results were as follows:

For		Against		Abstain		Broker Non-Votes
106,849,286		1,787,342		95,588		14,476,289

Proposal 3. Advisory Vote on the Frequency of Future Advisory Votes on Named Executive Officer Compensation. The stockholders voted to approve, on an advisory basis, holding future advisory votes on named executive officer compensation every year. The voting results were as follows:

1 Year		2 Years		3 Years		Abstain
107,275,446		62,475		1,310,157		84,138

Based on the results of Proposal 3’s advisory vote, and in accordance with the previous recommendation of the Company’s Board of Directors, the Company will hold a nonbinding, advisory vote on the compensation of its named executive officers annually until the next required vote on the frequency of stockholder votes on executive compensation.

Proposal 4. Ratification of Appointment of KPMG LLP as Independent Registered Public Accounting Firm. The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2026. The voting results were as follows:

For		Against		Abstain
122,820,985		282,154		105,366

There were no broker non-votes with respect to Proposal 4.

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, thereunto duly authorized.

		Sandisk Corporation
		(Registrant)
By:		/s/ Bernard Shek
		Bernard Shek
		Chief Legal Officer and Secretary

Date: November 20, 2025

FAQ

What did Sandisk Corporation (SNDK) announce in this Form 8-K?

Sandisk Corporation reported the results of its November 18, 2025 annual meeting of stockholders, including director elections and several advisory and ratification votes.

Were Sandisk Corporation’s director nominees elected at the 2025 annual meeting?

Yes. Seven directors, including Richard B. Cassidy II, Thomas Caulfield, David V. Goeckeler, Devinder Kumar, Necip Sayiner, Ellyn J. Shook, and Miyuki Suzuki, were each elected to serve until the next annual meeting of stockholders.

How did Sandisk (SNDK) stockholders vote on executive compensation?

Stockholders approved, on an advisory basis, the named executive officer compensation, with 106,849,286 votes for, 1,787,342 against, and 95,588 abstentions, plus 14,476,289 broker non-votes.

What frequency did Sandisk stockholders choose for future say-on-pay votes?

Stockholders voted to hold future advisory votes on named executive officer compensation every year, with 107,275,446 votes for one year, 62,475 for two years, 1,310,157 for three years, and 84,138 abstentions.

Which independent auditor did Sandisk (SNDK) stockholders ratify for fiscal 2026?

Stockholders ratified the appointment of KPMG LLP as Sandisk Corporation’s independent registered public accounting firm for fiscal 2026, with 122,820,985 votes for, 282,154 against, and 105,366 abstentions.

Will Sandisk hold an annual say-on-pay vote going forward?

Yes. Based on the advisory vote and the board’s prior recommendation, Sandisk will continue to hold a nonbinding, advisory vote on named executive officer compensation annually until the next required vote on frequency.