Sandisk (SNDK) Proxy filing summary

Executive summary

• FY2026 revenue reached a record $20.25B, up 175% YoY; the net-cash milestone was achieved ahead of plan, with zero debt at year-end and a share repurchase program authorized.

• Strategy centers on high-performance flash storage, AI-driven demand and multi-year customer engagements backed by firm financial commitments; management expects the model to support more durable earnings power.

Voting matters and shareholder proposals

• At the November 17, 2026 virtual annual meeting, shareholders will elect eight directors, hold an advisory vote on named executive compensation and ratify KPMG LLP for FY2027; the Board recommends FOR all three matters.

• Director nominees require a majority of votes cast; say-on-pay and auditor ratification each require a majority of shares present or represented and entitled to vote.

• The next annual say-on-pay vote is expected at the 2027 meeting; the advisory result is nonbinding but will inform future compensation decisions.

Board of directors and corporate governance

• Seven of eight nominees are independent; directors are elected annually by majority vote. David V. Goeckeler serves as CEO and Board Chair, with Richard B. Cassidy II as Lead Independent Director.

• Alexander Bradley joined the Board in December 2025, bringing operational finance expertise; annual Board and individual director assessments inform composition, committee structure and refreshment.

• The legacy Executive Committee was dissolved in February 2026; the Board cited its current size as making the committee unnecessary.

• The Audit, Compensation and Talent, and Governance Committees are entirely independent; Board and committee attendance averaged 95%, 95%, 100% and 100%, respectively, in FY2026.