UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 12, 2024, NetScout Systems, Inc. (the “Company”) held its 2024 annual meeting of stockholders (the “2024 Annual Meeting”). At the 2024 Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2019 Equity Incentive Plan (the “Amended 2019 Plan”) to increase the aggregate number of shares of the Company’s common stock authorized for issuance thereunder by 3,400,000 shares. The Company’s board of directors (the “Board”) previously approved the Amended 2019 Plan, subject to stockholder approval, on June 4, 2024 and July 22, 2024. The Amended 2019 Plan became effective immediately upon stockholder approval at the 2024 Annual Meeting.
A more detailed summary of the material features of the Amended 2019 Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A for the 2024 Annual Meeting filed with the Securities and Exchange Commission on July 25, 2024 (the “Proxy Statement”) under the caption “Proposal 2: Approval of the NetScout Systems, Inc. 2019 Equity Incentive Plan, As Amended.” That detailed summary and the foregoing description of the Amended 2019 Plan are qualified in their entirety by reference to the full text of the Amended 2019 Plan, which is filed as Appendix B to the Proxy Statement.
Item 5.07. Submission of Matters to a Vote of Security Holders.
A summary of the matters voted upon by stockholders at the 2024 Annual Meeting is set forth below. As of July 15, 2024, the record date for the 2024 Annual Meeting, 71,312,239 shares of the Company’s common stock were issued and outstanding.
| 1. | The Company’s stockholders elected each of Alfred Grasso, Shannon Nash, and Vivian Vitale as Class I directors of the Company with each director to serve a three-year term until the Company’s 2027 annual meeting of stockholders. The voting results were as follows: |
| For | Withheld | Broker Non-Votes | ||||
| Alfred Grasso |
49,313,257 | 7,153,563 | 7,137,556 | |||
| Shannon Nash |
56,139,716 | 327,104 | 7,137,556 | |||
| Vivian Vitale |
50,732,121 | 5,734,699 | 7,137,556 |
| 2. | The Company’s stockholders approved the Amended 2019 Plan. The voting results were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 45,807,491 | 10,643,739 | 15,590 | 7,137,556 |
| 3. | The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The voting results were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 49,308,408 | 7,140,892 | 17,520 | 7,137,556 |
| 4. | The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2025. The voting results were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||
| 58,967,493 | 4,577,982 | 58,901 | 0 |
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.
| NETSCOUT SYSTEMS, INC. | ||
| By: | /s/ Jean Bua | |
| Jean Bua | ||
| Executive Vice President and Chief Financial Officer | ||
Date: September 17, 2024