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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
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Date of Report (Date of earliest event reported): September 10, 2025 |
NetApp, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
0-27130 |
77-0307520 |
(State or Other Jurisdiction
of Incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
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3060 Olsen Drive |
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San Jose, California |
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95128 |
(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (408) 822-6000 |
(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:
☐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:
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Title of each class
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Trading
Symbol(s) |
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Name of each exchange on which registered
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Common Stock, $0.001 Par Value |
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NTAP |
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The Nasdaq Stock Market LLC |
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 Employee Stock Purchase Plan
The Board of Directors (the "Board") of NetApp, Inc. (the "Company") previously approved, subject to stockholder approval, an amendment to the Company's Employee Stock Purchase Plan (the "Purchase Plan") to increase the share reserve by an additional 4,000,000 shares of the Company's common stock, and to make a number of other administrative, clarifying and conforming changes. At the Company's annual meeting of stockholders held on September 10, 2025 (the "Annual Meeting"), the Company's stockholders approved the amendment. A description of the material terms and conditions of the Purchase Plan was previously reported in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on July 25, 2025 under the heading "Proposal 4 – Amendment to the Company's Employee Stock Purchase Plan" and is incorporated herein by reference. The foregoing is qualified in its entirety by reference to the full text of the Purchase Plan, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.
Amendment to the 2021 Equity Incentive Plan
The Board 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 5,000,000 shares of the Company's common stock, and to make a number of other administrative, clarifying and conforming changes. At the Company's 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 25, 2025 under the heading "Proposal 5 – 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 10.2 and is incorporated herein by reference.
Amendment to the Outside Director Compensation Policy
Effective as of September 10, 2025, the Talent and Compensation Committee of the Board approved the following changes to the Company’s Outside Director Compensation Policy (as so updated, the "Policy"):
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increased the initial restricted stock unit ("RSU") award to non-employee directors (if such election or appointment occurs before February of the applicable board year) from $275,000 to $285,000; |
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increased the initial RSU award to non-employee directors (if such election or appointment occurs after February of the applicable board year) from $137,500 to $142,500; |
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increased the annual RSU award to the non-employee Chairman of the Board from $350,000 to $360,000; and |
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increased the annual RSU award to the other non-employee directors from $275,000 to $285,000. |
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Policy. A copy of the Policy is filed as Exhibit 10.3 and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the 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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155,523,711 |
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9,896,785 |
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188,392 |
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17,954,379 |
Deepak Ahuja |
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163,699,165 |
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1,761,253 |
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148,470 |
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17,954,379 |
Anders Gustafsson |
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163,867,435 |
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1,593,664 |
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147,789 |
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17,954,379 |
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Gerald Held |
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158,249,120 |
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7,209,733 |
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150,035 |
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17,954,379 |
Deborah L. Kerr |
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165,272,766 |
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190,694 |
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145,428 |
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17,954,379 |
George Kurian |
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165,229,653 |
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236,445 |
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142,790 |
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17,954,379 |
Carrie Palin |
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164,405,480 |
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951,785 |
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251,623 |
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17,954,379 |
Frank Pelzer |
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165,285,937 |
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170,093 |
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152,858 |
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17,954,379 |
June Yang |
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165,164,854 |
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298,879 |
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145,155 |
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17,954,379 |
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* |
154,322,410 |
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10,011,682 |
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1,274,796 |
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17,954,379 |
The proposal was approved.
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Proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 24, 2026. |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Nonvotes* |
167,943,530 |
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15,412,293 |
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207,444 |
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0 |
The proposal was approved.
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Proposal to approve an amendment to the Purchase Plan. |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Nonvotes* |
165,318,850 |
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146,317 |
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143,721 |
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17,954,379 |
The proposal was approved.
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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* |
112,427,299 |
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52,994,500 |
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187,089 |
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17,954,379 |
The proposal was approved.
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Stockholder proposal requesting the Board to consider a special shareholder meeting improvement. |
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Votes For |
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Votes Against |
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Abstentions |
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Broker Nonvotes* |
21,071,706 |
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144,253,624 |
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283,558 |
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17,954,379 |
The proposal was not approved.
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Broker nonvotes do not affect the outcome of the vote. |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
Description |
10.1 |
NetApp, Inc. Employee Stock Purchase Plan, as amended effective September 11, 2025 |
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10.2 |
NetApp, Inc. 2021 Equity Incentive Plan, as amended effective September 11, 2025 |
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10.3 |
NetApp, Inc. Outside Director Compensation Policy, as amended effective September 10, 2025 |
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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.
(Registrant) |
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Date: |
September 12, 2025 |
By: |
/s/ Elizabeth O'Callahan |
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Elizabeth O'Callahan
Executive Vice President, Chief Administrative Officer and Secretary |
