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.

 

Date: November 20, 2025