Sandisk Corporation (SNDK)
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AGM 2025

Nov 18, 2025

David Goeckeler
CEO and Chairman of the Board of Directors, Sandisk Corporation

Good morning and welcome to the Annual Meeting of Stockholders of Sandisk Corporation. I'm David Goeckeler, CEO and Chair of the Board of Directors. I hereby call the meeting to order and declare it to be in session. As noted in our proxy statement, this year's annual meeting is being held in a virtual-only format, which enables us to leverage technology to enhance stockholder access to the annual meeting and allow stockholders to exercise the same rights as if they had attended an in-person meeting. The record date for this meeting was September 22nd, 2025, and stockholders of record and beneficial owners as of that date can submit questions related to the meeting proposals directly through the virtual annual meeting webpage. Questions should be entered into the text box appearing at the bottom of the virtual annual meeting webpage.

Additionally, you may also vote on the proposals being considered today by clicking on the vote here button located at the bottom of the virtual annual meeting webpage. The polls are now open for voting on the proposals and will remain open until the formal business portion of the meeting adjourns. Let's briefly review the agenda for the meeting. I will first introduce our directors, executive officers, and representatives of KPMG, the company's independent registered public accounting firm, who are with us this morning. Next, I'll report on proof of delivery of the notice of today's meeting included in the proxy statement, and we'll introduce the inspector of elections who will report on the existence of a quorum at this meeting. I will then introduce each of the proposals that will be voted on today.

Under the company's bylaws, the proposals on the agenda are the only proposals that may be heard at this annual meeting. After answering any questions on the proposals, we will close the polls, announce the preliminary results, and adjourn the meeting. As a reminder, if you have questions related to the meeting proposals that you would like us to respond to during the question and answer period, please submit them through the virtual annual meeting webpage. In asking your questions, we ask that you observe the rules of procedure, including limiting yourself to one question per stockholder. A link to the rules of procedure is located in the bottom right-hand corner of the virtual annual meeting webpage. And now let me introduce our seven nominees for director. Rick Cassidy, a director since February 2025 and former chairman and chief executive officer of Taiwan Semiconductor Manufacturing Company, Arizona.

Tom Caulfield, a director since January 2025 and executive chairman and former chief executive officer of Global Foundries Inc. Devinder Kumar, a director since February 2025 and former chief financial officer of Advanced Micro Devices. Necip Sayiner , director since February 2025 and former CEO of Silicon Labs and Intersil. Ellyn Shook, a director since February 2025 and former chief leadership and human resources officer of Accenture TLC. Miyuki Suzuki, a director since January 2025 and former president of the Asia-Pacific, Japan, and China regions at Cisco Systems Incorporated. I've been an officer since February 2024 and a director since January 2025 and currently serve as the company's Chief Executive Officer and chair of the board. Next, let me introduce our executive officers attending today.

In addition to myself, with us this morning are Luis Visoso, Executive Vice President and Chief Financial Officer; Alper Ilkbahar, Executive Vice President and Chief Technology Officer; and Bernard Shek, Chief Legal Officer and Secretary. Mr. Shek is serving as secretary for today's meeting. And now our accountants. With us virtually this morning from KPMG, the company's independent registered public accounting firm, are Mr. Charles Lynch and Mr. John Brown. Mr. Lynch and Mr. Brown will be available to answer questions concerning the company's financial statements during the question and answer session. As noted in the proxy materials furnished to you for today's meeting, the record date for voting at this meeting was the close of business on September 22nd, 2025. A list of registered stockholders on the record date is available for your review on the virtual annual meeting webpage.

The secretary has reported to me that Broadridge Financial Solutions has delivered an affidavit of distribution to show that proxy materials for this meeting, including a notice of the meeting, were distributed to stockholders commencing on October 7th, 2025. A copy of both the notice and the affidavit will be included in the minutes for this meeting. This morning, Bernard Shek will serve as the inspector of elections. Bernard, do we have a quorum and a valid meeting?

Bernard Shek
Chief Legal Officer and Secretary, Sandisk Corporation

Yes, David. There are in attendance at the meeting or by proxy holders of outstanding shares of our common stock representing more than 123 million votes, which is in excess of 84% of the voting power represented by shares outstanding on the record date that are entitled to vote at this meeting. Accordingly, the meeting has been duly called and a quorum is present.

David Goeckeler
CEO and Chairman of the Board of Directors, Sandisk Corporation

The votes collected today will be included in the final tabulation, which will be reported in a Form 8-K to be filed by the company within the next four business days. If you have already submitted a proxy or voting instructions, you do not need to vote during the meeting. Your vote has already been recorded. If any of the stockholders present have not voted yet and wish to cast their vote today or have voted by proxy and wish to revoke such proxy and vote today, you should enter your vote by clicking on the vote here button located at the bottom of the virtual annual meeting webpage. We will now turn our attention to the next item on the agenda, the presentation of proposals to be voted on. The proposals have been described in detail in the proxy statement for this meeting.

The first proposal is the election of seven directors to serve until our next annual meeting of stockholders and until their respective successors are duly elected and qualified. Each director nominee receiving the affirmative approval of the majority of votes cast with respect to his or her election will be elected as a director. The second proposal is approval on an advisory basis of the compensation of our named executive officers as disclosed in the proxy statement. The third proposal is approval on an advisory basis of the frequency of future advisory votes on the compensation of our named executive officers. The final item for business today is a proposal to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for fiscal 2026. That concludes the introduction of all matters requiring a vote of stockholders.

We will now pause to review any questions that have been submitted on the virtual annual meeting webpage about the proposals before the meeting. Carver Peterson, our assistant secretary, will be assisting us with any questions submitted. Carver, would you please read any questions that have been submitted regarding the proposals?

Carver Peterson
Assistant Secretary, Sandisk Corporation

Thanks, David. No questions regarding the proposals have been submitted at this time.

David Goeckeler
CEO and Chairman of the Board of Directors, Sandisk Corporation

Thank you, Carver. With that, we will now close the polls and end voting. Bernard, will you please announce the preliminary results of the voting?

Bernard Shek
Chief Legal Officer and Secretary, Sandisk Corporation

David, these are the preliminary voting results as of November 17th, 2025 at 6:00 P.M. Eastern Time. For proposal one, each of the seven nominees for director has received at least 94% of the votes cast with respect to that director. Accordingly, under our majority voting standard for director elections, each of the nominees has been elected to serve until the next annual meeting of stockholders and until his or her respective successor is duly elected and qualified. For proposal two, at least 98% of the voting power represented by shares present and entitled to vote on this proposal were voted for the compensation of our named executive officers disclosed in the proxy statement. Accordingly, stockholders have approved on an advisory basis the compensation of our named executive officers disclosed in the proxy statement.

For proposal three, at least 98% of the voting power represented by shares present and entitled to vote on this proposal were voted for, holding future advisory votes on named executive officer compensation every one year. Accordingly, stockholders have approved on an advisory basis holding future advisory votes on named executive officer compensation every one year. For proposal four, at least 99% of the voting power represented by shares present and entitled to vote on this proposal were voted for ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2026. Accordingly, the appointment of KPMG LLP as the company's independent registered public accounting firm for fiscal 2026 has been ratified.

The preliminary results will be updated to reflect all votes at today's meeting, and the final vote will be included in the records of the meeting and in a Form 8-K filed within four business days.

David Goeckeler
CEO and Chairman of the Board of Directors, Sandisk Corporation

Thank you, Bernard. This meeting is now concluded. Thank you for attending the 2025 annual meeting of stockholders of Sandisk Corporation.

Operator

This now concludes the meeting. Thank you for joining and have a pleasant day.

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