8-K – 2025-11-20 – d97202d8k.htm

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8-K

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