NetScout adds 7.5M shares to employee stock plans
NetScout stockholders approved larger share pools for two equity plans and confirmed all 2026 annual meeting proposals, including director elections and auditor ratification.
Rhea-AI Filing Summary
NETSCOUT SYSTEMS INC (NTCT) reported results of its 2026 annual meeting of stockholders, where stockholders approved amendments to two equity plans. The 2019 Equity Incentive Plan was amended to increase the shares of common stock authorized for issuance by 3,500,000 shares.
Stockholders also approved an amendment to the Amended and Restated 2011 Employee Stock Purchase Plan to increase its authorized shares by 4,000,000 shares. Three Class III directors were elected to three-year terms through the 2029 annual meeting, executive compensation was approved on an advisory basis, and KPMG LLP was ratified as independent registered public accounting firm for the fiscal year ending March 31, 2027.
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Filing Explained
The September 9 annual-meeting approvals became effective immediately, expanding potential equity-plan issuance by 3,500,000 and 4,000,000 shares; dilution would result only from issuing additional shares, so this filing records capacity rather than a completed increase in shares outstanding.
8-K Event Classification
2 items: 5.02, 5.07
2 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.
Key Figures
Record date shares outstanding: 72,701,797 shares
Additional shares for 2019 Equity Incentive Plan: 3,500,000 shares
Additional shares for 2011 Employee Stock Purchase Plan: 4,000,000 shares
+4 more
7 metrics
Record date shares outstanding
72,701,797 shares
Common stock issued and outstanding as of July 13, 2026, the record date for the 2026 annual meeting
Additional shares for 2019 Equity Incentive Plan
3,500,000 shares
Increase in common stock authorized for issuance under the 2019 Equity Incentive Plan as amended
Additional shares for 2011 Employee Stock Purchase Plan
4,000,000 shares
Increase in common stock authorized for issuance under the Amended and Restated 2011 Employee Stock Purchase Plan
Say-on-pay votes for
56,015,557 votes
Votes cast in favor of advisory approval of named executive officer compensation
2019 Equity Plan votes against
17,623,992 votes
Votes cast against approval of the amended 2019 Equity Incentive Plan
2011 Purchase Plan votes for
62,292,690 votes
Votes cast in favor of approval of the Amended and Restated 2011 Employee Stock Purchase Plan
Auditor ratification votes for KPMG
67,476,559 votes
Votes cast in favor of ratifying KPMG LLP as independent registered public accounting firm for fiscal year ending March 31, 2027
Key Terms
Equity Incentive Plan, Employee Stock Purchase Plan, broker non-votes, independent registered public accounting firm
4 terms
Equity Incentive Plan financial
"approved an amendment to the Company’s 2019 Equity Incentive Plan, as amended"
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Employee Stock Purchase Plan financial
"amendment to the Company’s Amended and Restated 2011 Employee Stock Purchase Plan, as amended"
An employee stock purchase plan is a company program that lets workers buy shares through small payroll deductions, often at a discount to the market price and after a set offering period. Think of it like a workplace savings plan that turns into ownership: it encourages employees to share in the company’s success and can create predictable buying or selling of stock that investors watch because it affects supply, demand and employee incentives.
broker non-votes regulatory
"The voting results were as follows ... Abstain | | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent registered public accounting firm regulatory
"ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What equity plan changes did NetScout Systems (NTCT) stockholders approve at the 2026 annual meeting?
Stockholders approved amendments to two plans: the 2019 Equity Incentive Plan, increasing authorized common shares by 3,500,000, and the Amended and Restated 2011 Employee Stock Purchase Plan, increasing authorized common shares by 4,000,000.
Which directors were elected at NetScout’s 2026 annual meeting and for how long?
Stockholders elected Joseph G. Hadzima, Jr., Christopher Perretta, and Marlene Pelage as Class III directors. Each will serve a three-year term until NetScout’s 2029 annual meeting of stockholders.
Did NetScout (NTCT) stockholders approve executive compensation in 2026?
Yes. On an advisory basis, stockholders approved the compensation of NetScout’s named executive officers, with 56,015,557 votes for, 7,032,636 against, 36,518 abstentions, and 4,674,564 broker non-votes.
Was NetScout’s 2019 Equity Incentive Plan amendment approved and what were the vote results?
Yes. The amended 2019 Equity Incentive Plan was approved with 45,428,891 votes for, 17,623,992 against, 31,828 abstentions, and 4,674,564 broker non-votes, authorizing an additional 3,500,000 shares for issuance under the plan.
Which audit firm did NetScout (NTCT) stockholders ratify for fiscal 2027?
Stockholders ratified KPMG LLP as NetScout’s independent registered public accounting firm for the fiscal year ending March 31, 2027, with 67,476,559 votes for, 219,775 against, and 62,941 abstentions.
AI-generated analysis. How Rhea-AI works. Not financial advice.
