NetApp (NASDAQ: NTAP) holders approve 9M new plan shares and elect board

Rhea-AI Filing Summary

NetApp, Inc. reported the results of its latest stockholder meeting and related compensation plan changes. Stockholders approved an amendment to the Employee Stock Purchase Plan to increase its share reserve by 4,000,000 shares of common stock, allowing more employee participation in future share purchases.

They also approved an amendment to the 2021 Equity Incentive Plan, adding a further 5,000,000 shares to the plan’s share reserve for future equity awards. The Board’s Talent and Compensation Committee updated the Outside Director Compensation Policy, and all listed director nominees were elected for one-year terms. Several additional proposals received stockholder votes, with most approved and one proposal not approved.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

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Accepted by SEC EDGAR 09/12/2025 - 06:18 PM Learn about SEC filing dates

FAQ

What equity plan changes did NetApp (NTAP) stockholders approve?

NetApp stockholders approved increases to two key equity plans. The Employee Stock Purchase Plan share reserve rose by 4,000,000 shares, and the 2021 Equity Incentive Plan share reserve rose by 5,000,000 shares, expanding capacity for future employee stock purchases and equity awards.

How many additional shares were added to NetApp’s Employee Stock Purchase Plan?

NetApp added 4,000,000 shares to its Employee Stock Purchase Plan. This increase expands the pool of common stock available for eligible employees to buy through the plan, supporting ongoing equity-based participation in the company’s long-term performance.

What change was made to NetApp’s 2021 Equity Incentive Plan?

The 2021 Equity Incentive Plan share reserve increased by 5,000,000 shares. This larger pool of common stock can be used for future equity awards to employees and other eligible participants, supporting compensation, retention, and incentive programs tied to company performance.

Were NetApp’s director nominees elected at the latest annual meeting?

All listed NetApp director nominees were elected. Each nominee, including T. Michael Nevens, Deepak Ahuja, Anders Gustafsson, and others, received more votes “For” than “Against,” securing one-year Board terms until the next annual stockholder meeting and qualification of successors.

Did NetApp change its Outside Director Compensation Policy?

Yes, NetApp updated its Outside Director Compensation Policy. Effective September 10, 2025, the Talent and Compensation Committee approved changes to the policy, which governs compensation for non-employee directors. The updated policy is filed as Exhibit 10.3 and incorporated by reference.

How did NetApp stockholders vote on other proposals at the annual meeting?

NetApp’s filing shows several additional proposals received formal votes. Vote totals are presented for multiple items, with most proposals approved and one proposal not approved, based on the disclosed “Votes For,” “Votes Against,” “Abstentions,” and “Broker Nonvotes” tallies.

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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

Date of Report (Date of earliest event reported): September 10, 2025

NetApp, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware			0-27130	77-0307520
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
3060 Olsen Drive
San Jose, California				95128
(Address of Principal Executive Offices)				(Zip Code)

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:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.001 Par Value		NTAP		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"):
 

• 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;

• 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;

• increased the annual RSU award to the non-employee Chairman of the Board from $350,000 to $360,000; and

• 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.

Nominee		Votes For		Votes Against		Abstentions		Broker Nonvotes*
T. Michael Nevens		155,523,711		9,896,785		188,392		17,954,379
Deepak Ahuja		163,699,165		1,761,253		148,470		17,954,379
Anders Gustafsson		163,867,435		1,593,664		147,789		17,954,379

Gerald Held		158,249,120		7,209,733		150,035		17,954,379
Deborah L. Kerr		165,272,766		190,694		145,428		17,954,379
George Kurian		165,229,653		236,445		142,790		17,954,379
Carrie Palin		164,405,480		951,785		251,623		17,954,379
Frank Pelzer		165,285,937		170,093		152,858		17,954,379
June Yang		165,164,854		298,879		145,155		17,954,379

In addition, the following proposals were voted on at the Annual Meeting:

1. Proposal to approve an advisory vote on Named Executive Officer compensation.

Votes For		Votes Against		Abstentions		Broker Nonvotes*
154,322,410		10,011,682		1,274,796		17,954,379

The proposal was approved.

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 24, 2026.

Votes For		Votes Against		Abstentions		Broker Nonvotes*
167,943,530		15,412,293		207,444		0

The proposal was approved.

3. Proposal to approve an amendment to the Purchase Plan.

Votes For		Votes Against		Abstentions		Broker Nonvotes*
165,318,850		146,317		143,721		17,954,379

The proposal was approved.

4. Proposal to approve an amendment to the 2021 Plan.

Votes For		Votes Against		Abstentions		Broker Nonvotes*
112,427,299		52,994,500		187,089		17,954,379

The proposal was approved.

5. Stockholder proposal requesting the Board to consider a special shareholder meeting improvement.

Votes For		Votes Against		Abstentions		Broker Nonvotes*
21,071,706		144,253,624		283,558		17,954,379

The proposal was not approved.

* 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. Employee Stock Purchase Plan, as amended effective September 11, 2025

10.2 NetApp, Inc. 2021 Equity Incentive Plan, as amended effective September 11, 2025

10.3 NetApp, Inc. Outside Director Compensation Policy, as amended effective September 10, 2025

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.

			NETAPP, INC. (Registrant)
Date:	September 12, 2025	By:	/s/ Elizabeth O'Callahan
			Elizabeth O'Callahan Executive Vice President, Chief Administrative Officer and Secretary