Form 8-K 2012-Q3 - Sadana Promotion

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): September 13, 2012

SanDisk Corporation

(Exact name of registrant as specified in its charter)



Delaware	000-26734	77-0191793
(State or other jurisdiction of incorporation)	(Commission File No.)	(I.R.S. Employer Identification No.)

601 McCarthy Boulevard, Milpitas, California 95035

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (408) 801-1000

N/A

(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))


Item 5.02	Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) Compensatory Arrangements of Certain Officers

On September 13, 2012, the Board of Directors of SanDisk Corporation (the “Company”), upon recommendation of the Company’s Compensation Committee, approved certain changes to Mr. Sumit Sadana’s compensation, effective immediately, in connection with Mr. Sadana’s promotion to Executive Vice President and Chief Strategy Officer of the Company. Mr. Sadana’s revised compensation package includes: (i) a base salary of $475,000; (ii) a cash incentive opportunity for fiscal 2012 equal to 90% of his base salary; and (iii) an equity grant of a restricted stock unit for 25,000 shares of the Company’s common stock, which will vest in four equal annual installments, with the first such installment occurring on the first anniversary of the effective date of grant (in all cases, provided that Mr. Sadana continues to provide service to the Company during such period).

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 hereunto duly authorized.



Date:	September 17, 2012
		SANDISK CORPORATION

		By:	/s/ Judy Bruner
		Name:	Judy Bruner
		Title:	Executive Vice President, Administration and Chief Financial Officer (Principal Financial Officer)