NetApp Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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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:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to the 2021 Equity Incentive Plan
The Board of Directors (the "Board") of NetApp, Inc. (the "Company") previously approved, subject to stockholder approval, an amendment to the Company's 2021 Equity Incentive Plan (the "2021 Plan") to increase the share reserve by an additional 3,250,000 shares of the Company's common stock, to provide for a number of compensation governance best practices, and to make a number of other clarifying and conforming changes. At the Company's annual meeting of stockholders held on September 11, 2024 (the "Annual Meeting") the Company's stockholders approved the amendment. A description of the material terms and conditions of the 2021 Plan was previously reported in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on July 26, 2024 under the heading "Proposal 4 Amendment to the Company's 2021 Equity Incentive Plan" and is incorporated herein by reference. The foregoing is qualified in its entirety by reference to the full text of the 2021 Plan, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At Annual Meeting, the stockholders of the Company elected the following individuals to serve as members of the Board for a term expiring at the next annual meeting of stockholders and until their respective successors are duly elected and qualified. No members of the Board had continuing terms without election. Abstentions do not impact the outcome of the vote for director elections.
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Nominee |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Nonvotes* |
T. Michael Nevens |
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155,723,074 |
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11,032,640 |
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200,331 |
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17,362,688 |
Deepak Ahuja |
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165,528,001 |
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1,279,383 |
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148,661 |
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17,362,688 |
Anders Gustafsson |
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164,192,037 |
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2,598,864 |
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165,144 |
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17,362,688 |
Gerald Held |
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161,847,655 |
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4,957,235 |
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151,155 |
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17,362,688 |
Deborah L. Kerr |
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166,416,659 |
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396,365 |
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143,021 |
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17,362,688 |
George Kurian |
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165,961,799 |
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757,407 |
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236,839 |
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17,362,688 |
Carrie Palin |
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164,412,634 |
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2,390,492 |
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152,919 |
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17,362,688 |
Scott F. Schenkel |
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163,314,023 |
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3,481,011 |
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161,011 |
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17,362,688 |
June Yang |
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166,624,953 |
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171,340 |
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159,752 |
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17,362,688 |
In addition, the following proposals were voted on at the Annual Meeting:
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1. |
Proposal to approve an advisory vote on Named Executive Officer compensation. |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Nonvotes* |
158,142,708 |
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7,935,380 |
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877,957 |
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17,362,688 |
The proposal was approved.
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2. |
Proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 25, 2025. |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Nonvotes* |
168,559,074 |
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15,474,914 |
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284,745 |
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0 |
The proposal was approved.
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3. |
Proposal to approve an amendment to the 2021 Plan. |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Nonvotes* |
111,026,080 |
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55,721,429 |
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208,536 |
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17,362,688 |
The proposal was approved.
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Broker nonvotes do not affect the outcome of the vote. |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description |
10.1 |
NetApp, Inc. 2021 Equity Incentive Plan, as amended effective September 11, 2024 |
104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
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NETAPP, INC. |
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Date: |
September 12, 2024 |
By: |
/s/ Elizabeth O'Callahan |
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Elizabeth O'Callahan |