NTAP · NetApp

249 filings

8-K

NTAP 8-K Current Reports

NetApp - 249 current reports

Filing record · 2016–202610-K1110-Q328-K97

Showing 1-50 of 249 filings

8-K

Shareholder MattersCorporate Changes

NetApp 8-K Report, Rights Modification (Sep 11, 2026)

NetApp, Inc. (NTAP) reported in an 8-K filed September 11, 2026 that its stockholders, at the 2026 annual meeting held September 9, 2026, approved an amended and restated certificate of incorporation providing for officer exculpation to the fullest extent permitted by the Delaware General Corporation Law. The Company filed the Amended and Restated Charter with the Delaware Secretary of State on September 10, 2026, and it became effective upon filing. The Board of Directors also adopted amended and restated bylaws effective September 9, 2026, as part of a periodic review of governance documents. Key changes include clarifying that the presiding officer's authority at stockholder meetings is subject to Board supervision, narrowing the definition of "Stockholder Associated Person," limiting indemnification for settlement amounts absent the Company's written consent, providing for subrogation rights on indemnification payments, updating board action by written consent, and allowing insurance for indemnification to be provided through a captive insurance company. At the meeting, all ten director nominees were elected to terms expiring at the next annual meeting. Stockholders also approved, on a nonbinding advisory basis, named executive officer compensation, ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending April 30, 2027, and approved the Amended and Restated Charter. A stockholder proposal regarding action by written consent was not voted on because the proponent did not attend to present it.

Sep 11, 2026 8-K

Earnings & ResultsExhibits & Filings

NetApp 8-K Report, Financial Results (Sep 2, 2026)

NetApp, Inc. (NTAP) furnished a press release under Item 2.02 reporting results for the first quarter of fiscal year 2027, which ended July 31, 2026. Net revenues were $2.03 billion, up 30% year-over-year, with record all-flash array net revenue of $1.3 billion (up 47%) and Public Cloud net revenue of $206 million (up 28%). GAAP net income was $375 million, or $1.88 per diluted share (up 63%), and non-GAAP earnings per share were a record $2.58. Billings were $2.06 billion, up 36%. GAAP operating margin was 23.9% and non-GAAP operating margin was 31.9%. The company raised its full fiscal year 2027 guidance, now calling for net revenues of $7.975 billion to $8.225 billion, GAAP earnings per share of $7.35 to $7.65, and non-GAAP earnings per share of $9.73 to $10.03. For the second quarter, it guided to net revenues of $2.025 billion to $2.175 billion and non-GAAP earnings per share of $2.54 to $2.64. Cash flow was weaker than earnings: operating cash flow was $503 million, down 25%, and free cash flow was $401 million, down 35%. Restructuring charges were $56 million in the quarter, compared with $2 million a year earlier. The company also announced the acquisition of DataPelago, Inc., an AI data infrastructure company, and reported an $0.52 per share dividend payable October 28, 2026. Balance sheet data show cash, cash equivalents and investments of $3.58 billion and total debt of $2.49 billion ($550 million current plus $1.94 billion long-term) as of July 31, 2026.

Sep 2, 2026 8-K

Earnings & ResultsOther EventsExhibits & Filings

NetApp 8-K Report, Financial Results (May 28, 2026)

NetApp, Inc. (NASDAQ: NTAP) furnished a press release reporting results for its fourth quarter and fiscal year 2026, which ended April 24, 2026. Fourth-quarter net revenues were $1.95 billion, up 12% year-over-year, and fiscal 2026 net revenues were $6.93 billion, up 5%. GAAP net income was $404 million ($2.03 diluted EPS) for the quarter and $1.28 billion ($6.35 diluted EPS) for the year. Non-GAAP diluted EPS was $2.43 for the quarter and $8.13 for the fiscal year. The company describes fiscal 2026 as a record year for net revenues, gross profit, operating income, operating cash flow and free cash flow. Operating cash flow was $2.07 billion and free cash flow was $1.87 billion for the year. Billings were $7.21 billion, up 6%. For fiscal 2027, NetApp guided to net revenues of $7.325 billion to $7.575 billion, GAAP diluted EPS of $6.51 to $6.81, and non-GAAP diluted EPS of $8.70 to $9.00. For the first quarter of fiscal 2027, guidance calls for net revenues of $1.750 billion to $1.900 billion and non-GAAP diluted EPS of $2.05 to $2.15. The company also reported that it returned $1.36 billion to stockholders through share repurchases and cash dividends during fiscal 2026. Separately, on May 21, 2026, the Board authorized an additional repurchase of up to $1.0 billion of common stock with no expiration date. The company will pay a quarterly cash dividend of $0.52 per share on July 29, 2026, to holders of record on July 10, 2026.

May 28, 2026 8-K

Earnings & ResultsExhibits & Filings

NetApp 8-K Report, Financial Results (Feb 26, 2026)

NetApp, Inc. (NASDAQ: NTAP) filed this Form 8-K on February 26, 2026 under Item 2.02 to furnish its press release reporting results for the third quarter of fiscal 2026, which ended January 23, 2026. Net revenues were $1.71 billion, up 4% year over year from $1.64 billion, with Hybrid Cloud segment revenue rising 5% to $1.54 billion and Public Cloud segment revenue flat at $174 million. GAAP net income was $334 million and GAAP diluted EPS was $1.67, compared with $1.44 a year earlier. On a non-GAAP basis, net income was $423 million and diluted EPS was $2.12, up 11% from $1.91. Billings grew 10% to $1.89 billion, the ninth consecutive quarter of year-over-year growth. Management cited a record quarter for all-flash array revenue of $1.0 billion, up 11% year over year. Cash provided by operations was $317 million, down 18% from $385 million, and free cash flow was $271 million versus $338 million a year earlier. The company returned $303 million to stockholders through share repurchases and cash dividends during the quarter. At January 23, 2026, cash, cash equivalents and investments totaled $3.01 billion against long-term debt of $2.49 billion. Constant-currency figures showed net revenues up 2% and billings up 8%, and foreign exchange added approximately $0.11 to both GAAP and non-GAAP EPS. For the fourth quarter of fiscal 2026, NetApp guided net revenues of $1.795 billion to $1.945 billion, GAAP EPS of $1.76 to $1.86, and non-GAAP EPS of $2.21 to $2.31. Full-year fiscal 2026 guidance calls for net revenues of $6.772 billion to $6.922 billion, GAAP EPS of $6.07 to $6.17, and non-GAAP EPS of $7.92 to $8.02. The company also declared a next quarterly cash dividend of $0.52 per share, payable April 22, 2026.

Feb 26, 2026 8-K

Leadership ChangesRegulation FDExhibits & Filings

NetApp 8-K Report, Executive Changes (Jan 12, 2026)

NetApp, Inc. (NASDAQ: NTAP) filed a Current Report on Form 8-K on January 12, 2026 to disclose the appointment of Paul Fipps to its Board of Directors. On January 8, 2026, the Board increased the number of authorized directors from nine to ten and appointed Mr. Fipps to fill the resulting vacancy. The filing states he is President of Global Customer Operations at ServiceNow and will participate as a non-employee director in the company's existing director compensation program, as described in its July 25, 2025 definitive proxy statement. The filing states there are no arrangements or understandings under which Mr. Fipps was selected as a director, and no related party transactions requiring disclosure under Item 404(a) of Regulation S-K. He is expected to enter into the company's standard director indemnification agreement. The accompanying press release, furnished as Exhibit 99.1 under Item 7.01, states the board now has ten directors, nine of whom are independent, and that 50% of directors have been appointed within the last five years. The filing is primarily a governance update. It contains no financial results, guidance, or financial figures. Its main relevance for investors is the board refresh and the stated focus on AI-ready data and customer-led execution, as described by CEO George Kurian and Board Chair Mike Nevens in the press release.

Jan 12, 2026 8-K

Earnings & ResultsExhibits & Filings

NetApp 8-K Report, Financial Results (Nov 25, 2025)

NetApp, Inc. (NASDAQ: NTAP) filed this Current Report under Item 2.02 to furnish a press release, Exhibit 99.1, reporting results for the second quarter of fiscal year 2026, which ended October 24, 2025. Net revenues were $1.71 billion ($1,705 million), up 3% from $1,658 million a year earlier. GAAP net income was $305 million and GAAP diluted EPS was $1.51, compared with $1.42 in the prior-year quarter. Non-GAAP net income was $415 million and non-GAAP diluted EPS was $2.05, versus $1.87. Billings were $1,646 million, up 4%, and the filing describes this as the eighth consecutive quarter of year-over-year billings growth. In constant currency, net revenues rose 2% and billings rose 3%. GAAP operating profit was $399 million, a 23.4% operating margin, and non-GAAP operating profit was $530 million, a 31.1% margin. Hybrid Cloud segment revenue was $1,534 million and Public Cloud segment revenue was $171 million, with the company noting that Public Cloud growth was driven by first-party and marketplace storage services that grew 32% year-over-year. All-flash array revenue was $1.0 billion, up 9%. Cash provided by operations was $127 million and free cash flow was $78 million. The company returned $353 million to stockholders through share repurchases and dividends during the quarter. For the third quarter of fiscal 2026, NetApp guided net revenues of $1.615 billion to $1.765 billion, GAAP EPS of $1.52 to $1.62, and non-GAAP EPS of $2.01 to $2.11. For full fiscal 2026, guidance calls for net revenues of $6.625 billion to $6.875 billion, GAAP EPS of $5.82 to $6.12, and non-GAAP EPS of $7.75 to $8.05. The board declared a next cash dividend of $0.52 per share, payable January 21, 2026, to holders of record on January 2, 2026.

Nov 25, 2025 8-K

Leadership ChangesShareholder MattersExhibits & Filings

NetApp 8-K Report, Executive Changes (Sep 15, 2025)

NetApp, Inc. filed this Form 8-K to report actions taken at its annual meeting of stockholders held on September 10, 2025. Stockholders approved amendments to the Employee Stock Purchase Plan, which increase the share reserve by an additional 4,000,000 shares of common stock, and to the 2021 Equity Incentive Plan, which increase the share reserve by an additional 5,000,000 shares. The Talent and Compensation Committee also approved, effective September 10, 2025, increases to the Outside Director Compensation Policy: initial RSU awards for new non-employee directors rose to $285,000 (or $142,500 if elected after February), the annual RSU award for the non-employee Chairman rose to $360,000, and annual RSU awards for other non-employee directors rose to $285,000. All nine director nominees, including T. Michael Nevens, Deepak Ahuja, Anders Gustafsson, Gerald Held, Deborah L. Kerr, George Kurian, Carrie Palin, Frank Pelzer, and June Yang, were elected to terms expiring at the next annual meeting. Stockholders also approved the advisory vote on named executive officer compensation, the ratification of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending April 24, 2026, and both plan amendments. A stockholder proposal requesting that the Board consider a special shareholder meeting improvement was not approved. For investors, the most notable items are the expanded equity capacity under both plans and the higher director compensation levels. The 2021 Plan amendment drew 52,994,500 votes against, a substantially larger opposition count than the other proposals, which the filing reports without further comment.

Sep 15, 2025 8-K

Earnings & ResultsExhibits & Filings

NetApp 8-K Report, Financial Results (Aug 27, 2025)

NetApp, Inc. (NASDAQ: NTAP) furnished a press release under Item 2.02 reporting financial results for its first quarter of fiscal year 2026, which ended July 25, 2025. Net revenues were $1.559 billion, up 1% from $1.541 billion a year earlier, while GAAP net income fell to $233 million from $248 million and GAAP diluted EPS was $1.15 versus $1.17. Non-GAAP net income was $314 million and non-GAAP EPS was $1.55, compared with $1.56 a year earlier. Billings were $1.511 billion, up 4%, and cash provided by operations rose to $673 million from $341 million, producing free cash flow of $620 million. The company reported GAAP operating profit of $309 million and non-GAAP operating profit of $401 million. Management guided to second-quarter fiscal 2026 net revenues of $1.615 billion to $1.765 billion, with GAAP diluted EPS of $1.35 to $1.45 and non-GAAP EPS of $1.84 to $1.94. For full fiscal 2026, the company guided to net revenues of $6.625 billion to $6.875 billion, GAAP EPS of $5.72 to $6.02, and non-GAAP EPS of $7.60 to $7.90. In constant currency, net revenues were flat and billings rose 3% year over year. The company also returned $404 million to stockholders through share repurchases and dividends and declared a next cash dividend of $0.52 per share, payable October 22, 2025. On the balance sheet, cash, cash equivalents and investments fell to $3.324 billion from $3.846 billion, and current portion of long-term debt of $750 million was repaid during the quarter, reducing total liabilities to $8.704 billion from $9.783 billion. The filing highlights NetApp's claim of the #1 all-flash storage market share position for calendar Q1 2025 per IDC, with all-flash array revenue up 6% to $893 million and Public Cloud segment revenue up 1% to $161 million, though first-party and marketplace Public Cloud storage services revenue grew 33%.

Aug 27, 2025 8-K

Earnings & ResultsLeadership ChangesOther Events+1

NetApp 8-K Report, Financial Results (May 29, 2025)

NetApp, Inc. (NASDAQ: NTAP) filed this Form 8-K on May 29, 2025 to furnish its press release reporting results for the fourth quarter and fiscal year 2025, which ended April 25, 2025. Fourth-quarter net revenues were $1.73 billion, up 4% year-over-year, with GAAP net income of $340 million and GAAP diluted EPS of $1.65. For the full fiscal year, net revenues were $6.57 billion, up 5%, GAAP operating profit was $1.34 billion (a 20% GAAP operating margin), and billings were $6.78 billion, up 8%. Management highlighted record all-flash array annualized net revenue run rate of $4.1 billion (up 14%) and first-party and marketplace Public Cloud services revenue of $416 million (up 43%). The company guided fiscal 2026 net revenues to $6.625 billion to $6.875 billion, with GAAP EPS of $5.80 to $6.10 and non-GAAP EPS of $7.60 to $7.90. For the first quarter of fiscal 2026, guidance calls for net revenues of $1.455 billion to $1.605 billion and GAAP EPS of $1.06 to $1.16. The filing also discloses a quarterly dividend of $0.52 per share payable July 23, 2025, and returned $1.57 billion to stockholders through buybacks and dividends during fiscal 2025. Additional disclosures include the Board's May 22, 2025 authorization of up to an additional $1.1 billion in share repurchases with no expiration date, and notice from Harvinder Bhela, Executive Vice President and Chief Product Officer, that he will transition from his role by June 20, 2025, assisting with an orderly handover of his duties.

May 29, 2025 8-K

Leadership ChangesRegulation FDExhibits & Filings

NetApp 8-K Report, Executive Changes (Mar 26, 2025)

NetApp, Inc. (NASDAQ: NTAP) reported in a Form 8-K dated March 26, 2025 that its Board of Directors approved an increase in authorized directors from nine to ten on March 21, 2025, and appointed Frank Pelzer to fill the newly created seat. Mr. Pelzer will serve on the Audit Committee, and the Board has determined he qualifies as an "audit committee financial expert" under Regulation S-K Item 407(d)(5). As a non-employee director, he will participate in the director compensation program described in the company's July 26, 2024 proxy statement and is expected to enter into the company's standard director indemnification agreement. The filing states there are no arrangements or understandings under which Mr. Pelzer was selected as a director, and no related party transactions requiring disclosure under Item 404(a). The accompanying press release, furnished as Exhibit 99.1, states that the board now has ten directors, nine of whom are independent, and that 40% of directors have been appointed within the last five years. The release describes Mr. Pelzer as Chief Operating Officer at Spotnana and a former CFO of F5, with prior roles at SAP, Concur, Deutsche Bank and Credit Suisse. For investors, this is a governance event rather than a financial one: the filing contains no financial results, guidance, or compensation figures for the company. The most notable item is the addition of a director with a finance and audit background to the Audit Committee.

Mar 26, 2025 8-K

Material AgreementsFinancial EventsOther Events+1

NetApp 8-K Report, Material Agreement (Mar 17, 2025)

On March 12, 2025, NetApp, Inc. entered into an underwriting agreement with Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC, as representatives of the underwriters, for a public offering of $625,000,000 aggregate principal amount of 5.500% Senior Notes due 2032 and $625,000,000 aggregate principal amount of 5.700% Senior Notes due 2035. The offering was made under the company's Form S-3 shelf registration statement and a prospectus supplement filed March 13, 2025. On March 17, 2025, NetApp entered into a Fifth Supplemental Indenture with U.S. Bank Trust Company, National Association, as trustee, establishing the terms of the notes. Interest is payable semi-annually on March 17 and September 17, beginning September 17, 2025, and the notes mature on March 17, 2032 and March 17, 2035, respectively. NetApp intends to use part of the net proceeds to repay its outstanding 1.875% Senior Notes due 2025 at maturity, with the remainder for general corporate purposes. The indenture contains limited covenants restricting secured debt on principal property, certain sale and lease-back transactions, and consolidations, mergers or asset sales. Events of default include payment failures, covenant non-compliance and bankruptcy-related events, which could trigger acceleration of the full principal. Counsel Wilson Sonsini Goodrich & Rosati also issued a legality opinion dated March 17, 2025.

Mar 17, 2025 8-K

Material AgreementsFinancial EventsExhibits & Filings

NetApp 8-K Report, Material Agreement (Mar 5, 2025)

On March 5, 2025, NetApp, Inc. entered into a Second Amended and Restated Credit Agreement with the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. The agreement amends and restates the Company's Amended and Restated Credit Agreement dated as of January 22, 2021, as amended. It provides a $1.0 billion unsecured revolving credit facility, with a $50.0 million sublimit for letters of credit, maturing March 5, 2030, with an option to extend the maturity for two additional one-year periods, subject to conditions. Proceeds may be used for general corporate purposes and as liquidity support for the Company's commercial paper program. As of March 5, 2025, no borrowings or letters of credit were outstanding. The facility carries interest at a base rate or an adjusted term SOFR rate plus a spread tied to the Company's senior unsecured debt ratings from Moody's and S&P, ranging from 0% to 0.325% for base rate loans and 0.805% to 1.325% for adjusted term SOFR loans. The agreement requires compliance with a maximum leverage ratio measured quarterly, along with customary affirmative and negative covenants, and includes customary events of default, including change of control defaults. An expansion option allows the Company, subject to certain requirements, to request up to an additional $500.0 million, for a potential total commitment of $1.5 billion. The filing also incorporates the credit agreement by reference under Item 2.03, and lists the agreement as Exhibit 10.1 along with an Inline XBRL cover page as Exhibit 104.

Mar 5, 2025 8-K

Earnings & ResultsExhibits & Filings

NetApp 8-K Report, Financial Results (Feb 27, 2025)

NetApp, Inc. filed this Form 8-K under Item 2.02 (Results of Operations and Financial Condition) to furnish a press release reporting results for its third quarter of fiscal 2025, which ended January 24, 2025. Net revenues were $1.64 billion, compared to $1.61 billion a year earlier, a year-over-year increase of 2%. GAAP net income was $299 million ($1.44 per diluted share) versus $313 million ($1.48) in the prior-year quarter, and non-GAAP net income was $397 million ($1.91 per share) versus $410 million ($1.94). Cash provided by operations was $385 million, compared to $484 million a year earlier, and the company returned $306 million to stockholders through share repurchases and cash dividends. Cash, cash equivalents and investments totaled $2.26 billion at quarter end. management's commentary acknowledged that third-quarter top-line performance was below its standards, while operating margin was ahead of and EPS in line with its expectations. The all-flash array annualized net revenue run rate reached $3.8 billion, up 10% year-over-year, and first-party and marketplace cloud storage services revenue again grew more than 40% year-over-year. The company guided fourth-quarter fiscal 2025 net revenues to $1.65 billion to $1.80 billion and narrowed full-year fiscal 2025 net revenue guidance to $6.49 billion to $6.64 billion, with GAAP EPS of $5.49 to $5.59 and non-GAAP EPS of $7.17 to $7.27. Other disclosed items include an agreement to sell the Spot by NetApp FinOps business to Flexera, the appointment of Wissam Jabre as executive vice president and chief financial officer effective March 10, 2025, and a next quarterly cash dividend of $0.52 per share payable April 23, 2025.

Feb 27, 2025 8-K

Leadership ChangesExhibits & Filings

NetApp 8-K Report, Executive Changes (Feb 26, 2025)

NetApp, Inc. (NASDAQ: NTAP) filed this Form 8-K on February 26, 2025 to report a leadership change. Effective March 3, 2025, Elizabeth (Beth) O'Callahan, currently Executive Vice President, Chief Legal Officer, Interim Chief Human Resources Officer and Secretary, will permanently take on the Chief Human Resources Officer responsibilities and additional operations and administration responsibilities. Her title changes to Executive Vice President, Chief Administrative Officer and Secretary. Under the expanded role, she will continue overseeing Legal, Compliance, Government Relations, and Sustainability, and will assume responsibility for Human Resources, Workplace Experience, and Corporate Communications. The Talent and Compensation Committee of the Board approved changes to her compensation package, with a new annual base salary of $715,000 effective March 3, 2025. She will remain eligible for the company's standard executive compensation and benefit programs. The filing states that the appointment is intended to enhance focus, strengthen collaboration, and drive execution across the business by consolidating related functions under one leader. The company's press release on the appointment is filed as Exhibit 99.1.

Feb 26, 2025 8-K

Leadership ChangesExhibits & Filings

NetApp 8-K Report, Executive Changes (Jan 28, 2025)

On January 28, 2025, NetApp, Inc. announced the appointment of Wissam Jabre as Executive Vice President and Chief Financial Officer and principal financial officer, effective March 10, 2025. He replaces Michael J. Berry, who previously announced his retirement on August 28, 2024. Berry will remain with the company in a senior advisor role to assist with an orderly transition of his duties. Jabre most recently served as executive vice president and chief financial officer of Western Digital Corporation from January 2022, and previously as senior vice president and chief financial officer of Dialog Semiconductor Plc from March 2016 to August 2021. He has served on the board of MKS Instruments, Inc. since November 2024, including on its audit committee. The filing states his offer letter provides an annual base salary of $750,000, an annual incentive compensation target of 130% of base salary, and multiple equity grants including $3,750,000 in fiscal 2024 PBRSUs, $3,750,000 in fiscal 2025 PBRSUs, and $7,500,000 in service-vested RSUs. The offer letter also includes a $6,565,500 sign-on bonus, payable within 30 days of his start date, subject to clawback if he voluntarily leaves within 24 months: full repayment on or before 12 months and 50% repayment after 12 months but on or before 24 months. The Board approved his entry into the company's standard Change of Control Severance Agreement and Indemnification Agreement, both effective March 10, 2025.

Jan 28, 2025 8-K

Earnings & ResultsExhibits & Filings

NetApp 8-K Report, Financial Results (Nov 21, 2024)

NetApp, Inc. (NASDAQ: NTAP) furnished a press release under Item 2.02 reporting results for its second quarter of fiscal year 2025, which ended October 25, 2024. Net revenues were $1.66 billion, compared to $1.56 billion a year earlier, a year-over-year increase of 6%. GAAP net income was $299 million and GAAP diluted net income per share was $1.42, versus $1.10 in the prior-year quarter. Non-GAAP net income per share was $1.87, compared to $1.58. Billings were $1.59 billion, up 9% year over year, and all-flash array annualized net revenue run rate reached a record $3.8 billion, an increase of 19%. Cash, cash equivalents and investments were $2.22 billion at quarter end, down from $3.25 billion at April 26, 2024, and total debt-related balances fell as current portion of long-term debt rose to $749 million. Cash provided by operations was $105 million, compared to $135 million a year earlier. The company returned $406 million to stockholders through share repurchases and cash dividends during the quarter. NetApp updated its fiscal 2025 outlook, guiding full-year net revenues to $6.540 billion to $6.740 billion and GAAP earnings per share to $5.48 to $5.68 (non-GAAP $7.20 to $7.40). For the third quarter, it expects net revenues of $1.610 billion to $1.760 billion and GAAP EPS of $1.41 to $1.51 (non-GAAP $1.85 to $1.95). The next quarterly cash dividend is $0.52 per share, payable January 22, 2025.

Nov 21, 2024 8-K

Leadership ChangesShareholder MattersExhibits & Filings

NetApp 8-K Report, Executive Changes (Sep 12, 2024)

On September 11, 2024, NetApp, Inc. held its annual meeting of stockholders, where shareholders approved an amendment to the Company's 2021 Equity Incentive Plan (the "2021 Plan"). The Board had previously approved the amendment, subject to stockholder approval, to increase the share reserve by an additional 3,250,000 shares of common stock, add a number of compensation governance best practices, and make other clarifying and conforming changes. The full 2021 Plan, as amended effective September 11, 2024, is attached as Exhibit 10.1. The filing states that a description of the plan's material terms appeared in the definitive proxy statement filed on July 26, 2024. All nine director nominees were elected to serve until the next annual meeting of stockholders. Stockholders also approved, on an advisory basis, the Named Executive Officer compensation, with 158,142,708 votes for and 7,935,380 against. The ratification of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending April 25, 2025 was approved, with 168,559,074 votes for and 15,474,914 against. The 2021 Plan amendment received 111,026,080 votes for and 55,721,429 votes against, with 208,536 abstentions and 17,362,688 broker nonvotes, and was approved. The filing does not describe any change in management or the Board beyond the director elections.

Sep 12, 2024 8-K

Earnings & ResultsLeadership ChangesExhibits & Filings

NetApp 8-K Report, Financial Results (Aug 28, 2024)

NetApp, Inc. (NTAP) furnished a press release reporting results for its first quarter of fiscal year 2025, which ended July 26, 2024. Net revenues were $1.54 billion, compared to $1.43 billion a year earlier, a year-over-year increase of 8%. GAAP net income was $248 million and GAAP diluted net income per share was $1.17, versus $0.69 in the prior-year quarter. Non-GAAP net income per share was $1.56, compared to $1.15. Billings were $1.45 billion, up 12% year over year, and all-flash array annualized net revenue run rate reached $3.4 billion, an increase of 21%. Cash, cash equivalents and investments totaled $3.02 billion, and the company returned $507 million to stockholders through share repurchases and cash dividends. Cash provided by operations was $341 million, compared to $453 million a year earlier. For the second quarter of fiscal 2025, NetApp guided to net revenues of $1.565 billion to $1.715 billion and GAAP earnings per share of $1.27 to $1.37 (non-GAAP $1.73 to $1.83). For full fiscal 2025, the company updated guidance to net revenues of $6.480 billion to $6.680 billion, GAAP EPS of $5.17 to $5.37, and non-GAAP EPS of $7.00 to $7.20. The company also declared a next cash dividend of $0.52 per share, payable October 23, 2024. The filing also disclosed that Executive Vice President and Chief Financial Officer Michael J. Berry will retire by May 23, 2025. He will remain in the role until a successor is named and the transition is complete, and the company will conduct a comprehensive search for his replacement.

Aug 28, 2024 8-K

Earnings & ResultsOther EventsExhibits & Filings

NetApp 8-K Report, Financial Results (May 30, 2024)

NetApp, Inc. (NASDAQ: NTAP) furnished a press release as Exhibit 99.1 reporting results for the fourth quarter and fiscal year 2024, which ended April 26, 2024. Fourth-quarter net revenues were $1.67 billion, up from $1.58 billion a year earlier, and fiscal 2024 net revenues were $6.27 billion, compared with $6.36 billion in fiscal 2023, a year-over-year decrease of 1%. GAAP net income for the fiscal year was $986 million, down from $1.27 billion, while non-GAAP net income rose to $1.38 billion from $1.23 billion. Fiscal 2024 GAAP diluted EPS was $4.63 versus $5.79, and non-GAAP diluted EPS was $6.46 versus $5.59. Cash provided by operations rose to $1.69 billion from $1.11 billion, and free cash flow was $1.53 billion compared with $868 million. The company also reported all-flash array annualized revenue run rate of $3.6 billion, up 17% year over year, and set fiscal-year records for annual gross margin, operating margin, EPS, operating cash flow and free cash flow. Management guided fiscal 2025 net revenues to $6.450 billion to $6.650 billion, with GAAP diluted EPS of $4.96 to $5.16 and non-GAAP EPS of $6.80 to $7.00. In a separate Item 8.01 disclosure, the Board on May 23, 2024 authorized an additional $1 billion share repurchase with no expiration date, on top of $0.5 billion remaining as of April 26, 2024. The quarterly dividend was increased to $0.52 per share, payable July 24, 2024 to holders of record on July 5, 2024.

May 30, 2024 8-K

Leadership Changes

NetApp 8-K Report, Executive Changes (Apr 9, 2024)

NetApp, Inc. (NTAP) filed this Form 8-K on April 9, 2024 under Item 5.02, announcing a change in its principal accounting officer. The Company appointed Daniel De Lorenzo as Vice President, Controller and Chief Accounting Officer, and designated him as principal accounting officer, each effective April 8, 2024. The appointment was made on April 4, 2024. Mike Berry continues as Chief Financial Officer and principal financial officer, and is no longer the principal accounting officer. Mr. De Lorenzo, age 41, previously served as Senior Director, Assistant Corporate Controller from January 2020 to March 2024, and as Director, External Reporting and Technical Accounting from August 2017 to January 2020. He joined NetApp in November 2011 and previously worked at PricewaterhouseCoopers. The filing states he has no family relationships with the Company's officers or directors, and reports no related party transactions under Item 5.02 or Item 404(a) of Regulation S-K. His compensation as Vice President, Controller and Chief Accounting Officer includes a base salary of $370,000 annually and participation in the annual incentive plan, with a fiscal 2024 target award of 48% of base salary, prorated between his prior and new position targets. He has also entered into the Company's standard executive officer indemnification agreement.

Apr 9, 2024 8-K

Earnings & ResultsExhibits & Filings

NetApp 8-K Report, Financial Results (Feb 29, 2024)

NetApp, Inc. furnished a press release (Exhibit 99.1) dated February 29, 2024, reporting financial results for its third quarter of fiscal year 2024, which ended January 26, 2024. Net revenues were $1.61 billion, compared to $1.53 billion in the third quarter of fiscal year 2023, a year-over-year increase of 5%. GAAP net income was $313 million ($1.48 per diluted share) versus $65 million ($0.30 per share) a year earlier, while non-GAAP net income was $410 million, or $1.94 per diluted share. Cash provided by operations was $484 million, and the company returned $203 million to stockholders through share repurchases and cash dividends. Cash, cash equivalents and investments totaled $2.92 billion at quarter end. The company reported All-flash array annualized revenue run rate of $3.4 billion, up 21% year-over-year. Public Cloud annualized revenue run rate was $608 million, roughly flat year-over-year. Billings were $1.69 billion, up 7% year-over-year. GAAP gross margin was 72% and non-GAAP gross margin was 73%, with GAAP operating margin of 23% and non-GAAP operating margin of 30%. For guidance, NetApp expects fourth-quarter fiscal 2024 net revenues of $1.585 billion to $1.735 billion, with GAAP EPS of $1.25 to $1.35 and non-GAAP EPS of $1.73 to $1.83. For full fiscal 2024, the company updated its outlook to net revenues of $6.185 billion to $6.335 billion, GAAP EPS of $4.52 to $4.62, and non-GAAP EPS of $6.40 to $6.50. A next quarterly cash dividend of $0.50 per share is payable April 24, 2024.

Feb 29, 2024 8-K

Earnings & ResultsExhibits & Filings

NetApp 8-K Report, Financial Results (Nov 28, 2023)

NetApp, Inc. filed this Form 8-K on November 28, 2023 under Item 2.02 to furnish its press release reporting results for the second quarter of fiscal year 2024, which ended October 27, 2023. Net revenues were $1.56 billion, compared to $1.66 billion in the second quarter of fiscal year 2023, a year-over-year decrease of 6%, or 8% in constant currency. Hybrid Cloud segment revenue was $1.41 billion and Public Cloud segment revenue was $154 million. GAAP net income was $233 million, versus $750 million a year earlier, while non-GAAP net income was $334 million, versus $326 million. GAAP diluted EPS was $1.10 and non-GAAP diluted EPS was $1.58, compared to $1.48 a year ago. Cash provided by operations was $135 million, and the company returned $403 million to stockholders through share repurchases and cash dividends. Management guided third-quarter fiscal 2024 net revenues to $1.51 billion to $1.67 billion, with GAAP EPS of $1.17 to $1.27 and non-GAAP EPS of $1.64 to $1.74. For full fiscal 2024, net revenues are expected to be down approximately 2% year over year, with GAAP EPS of $4.15 to $4.35 and non-GAAP EPS of $6.05 to $6.25. The company also declared a next cash dividend of $0.50 per share, payable January 24, 2024. The press release highlights product launches such as the ASA C-Series, an extended Ransomware Recovery Guarantee, and Keystone performance and availability guarantees.

Nov 28, 2023 8-K

Leadership ChangesCorporate ChangesExhibits & Filings

NetApp 8-K Report, Executive Changes (Nov 16, 2023)

NetApp, Inc. (NASDAQ: NTAP) filed this Form 8-K on November 16, 2023 to report two governance actions. First, on November 15, 2023, the Board increased its authorized size from nine to ten directors and appointed Anders Gustafsson to fill the new seat. Gustafsson will serve on the Talent and Compensation Committee and will receive the standard non-employee director compensation described in the company's July 27, 2023 proxy statement. He is also expected to enter the company's standard director indemnification agreement. The filing states there are no arrangements or related party transactions requiring disclosure in connection with his appointment. Second, effective November 15, 2023, the Board adopted Amended and Restated Bylaws. The updates address virtual stockholder meetings, adjournment and voting standards, and advance notice procedures for director nominations and stockholder proposals, including changes reflecting the SEC's universal proxy rules under Rule 14a-19. The bylaws also expand director and officer indemnification provisions, clarify the non-officer status of an independent non-executive Board chair, and eliminate the requirement to issue physical stock certificates. The filing describes these as largely procedural and conforming changes. The filing attaches a press release announcing Gustafsson's appointment, which states that the Board will have ten directors, nine of whom are independent. Gustafsson is executive chair of Zebra Technologies and previously served as its CEO. The filing does not report any financial results or material financial impacts.

Nov 16, 2023 8-K

Leadership ChangesShareholder MattersExhibits & Filings

NetApp 8-K Report, Executive Changes (Sep 15, 2023)

NetApp, Inc. (NTAP) reported in this Form 8-K, filed September 15, 2023, the results of its annual meeting of stockholders held September 13, 2023. Stockholders approved two share-reserve increases: an additional 3,000,000 shares for the Employee Stock Purchase Plan and an additional 12,700,000 shares for the 2021 Equity Incentive Plan. Both amendments were previously approved by the Board subject to stockholder approval, and their material terms are described in the company's July 28, 2023 definitive proxy statement. All nine director nominees were elected, including T. Michael Nevens, Deepak Ahuja, Gerald Held, Kathryn M. Hill, Deborah L. Kerr, George Kurian, Carrie Palin, Scott F. Schenkel and George T. Shaheen. Stockholders approved the advisory vote on named executive officer compensation and the ratification of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending April 26, 2024. Stockholders did not approve a stockholder proposal regarding a special shareholder meeting improvement. On the frequency of future say-on-pay votes, the largest share of votes was for one year, so the company will continue to hold an advisory vote on named executive officer compensation every year.

Sep 15, 2023 8-K

Earnings & ResultsExhibits & Filings

NetApp 8-K Report, Financial Results (Aug 23, 2023)

NetApp, Inc. (NASDAQ: NTAP) furnished a press release under Item 2.02 reporting results for its first quarter of fiscal year 2024, which ended July 28, 2023. Net revenues were $1.43 billion, compared to $1.59 billion in the first quarter of fiscal year 2023, a year-over-year decrease of 10%. Billings were $1.30 billion, down 17% year over year. GAAP net income was $149 million ($0.69 diluted EPS), versus $214 million ($0.96) a year earlier, while non-GAAP net income was $249 million ($1.15 per diluted share) compared to $269 million ($1.20). Cash provided by operations was $453 million, up from $281 million, and free cash flow was $418 million. The company returned $506 million to stockholders through share repurchases and cash dividends. For the second quarter of fiscal 2024, NetApp guided net revenues to $1.455 billion to $1.605 billion, with GAAP EPS of $0.90 to $1.00 and non-GAAP EPS of $1.35 to $1.45. For full fiscal 2024, the company reiterated guidance that net revenues will be down year over year in the low-to-mid single digits on a percentage basis, with GAAP EPS of $3.75 to $3.95 and non-GAAP EPS of $5.65 to $5.85. The next cash dividend of $0.50 per share is payable October 25, 2023. The quarter's business highlights centered on product launches, including the ASA A-Series all-flash SAN systems, a Ransomware Recovery Guarantee, and ONTAP One being included on all AFF, ASA and FAS systems. Public Cloud annualized revenue run rate rose 6% to $619 million, while all-flash array ARR fell 7% to $2.8 billion.

Aug 23, 2023 8-K

Leadership Changes

NetApp 8-K Report, Executive Changes (Aug 10, 2023)

NetApp, Inc. (NTAP) filed a Current Report on Form 8-K on August 10, 2023, disclosing a leadership change in its accounting function under Item 5.02. Robert Parks, the Company's Vice President and Chief Accounting Officer, informed the Company on August 4, 2023 of his intent to resign, effective September 15, 2023. The filing states that Mr. Parks plans to pursue another opportunity and that his resignation is not the result of any dispute or disagreement with the Company. To fill the role on an interim basis, the Company has designated Michael J. Berry, Executive Vice President and Chief Financial Officer, as principal accounting officer, effective upon Mr. Parks' departure. The filing notes that Mr. Berry's biographical information appears in the Company's Annual Report on Form 10-K for the fiscal year ended April 28, 2023, filed June 14, 2023. No new compensatory arrangements will be entered into with Mr. Berry in connection with his interim service. For investors, the filing is a routine governance disclosure with no financial results or compensation changes. The key points are the timing of the departure and the interim assignment of the principal accounting officer duties to the CFO.

Aug 10, 2023 8-K

Earnings & ResultsMaterial AgreementsOther Events+1

NetApp 8-K Report, Material Agreement (May 31, 2023)

NetApp, Inc. filed this Form 8-K on May 31, 2023 to report fourth-quarter and fiscal year 2023 results (year ended April 28, 2023), approve a revised form of indemnification agreement for directors and officers, and disclose an additional $1 billion share repurchase authorization. For fiscal 2023, net revenues were $6.36 billion, compared to $6.32 billion in fiscal 2022, and GAAP net income was $1.27 billion, compared to $937 million. Fourth-quarter net revenues were $1.58 billion, compared to $1.68 billion a year earlier, and billings were $1.67 billion, compared to $2.02 billion, a year-over-year decrease of 17%. Fiscal 2023 operating cash flow was $1.11 billion, compared to $1.21 billion in fiscal 2022, and the company returned $1.28 billion to shareholders through repurchases and dividends. Management guided fiscal 2024 net revenues to be down year-over-year in the low-to-mid single digits on a percentage basis. Full-year fiscal 2024 GAAP EPS guidance is $3.98 to $4.18, and non-GAAP EPS guidance is $5.65 to $5.85. For the first quarter of fiscal 2024, net revenue is expected in the range of $1.325 billion to $1.475 billion, with GAAP EPS of $0.62 to $0.72 and non-GAAP EPS of $1.00 to $1.10. The board authorized repurchases of up to an additional $1 billion of common stock with no expiration date, and the next cash dividend of $0.50 per share is payable on July 26, 2023. The Public Cloud segment grew, with fiscal 2023 revenue of $575 million compared to $396 million, while Hybrid Cloud revenue declined to $5.79 billion from $5.92 billion.

May 31, 2023 8-K

Earnings & ResultsExhibits & Filings

NetApp 8-K Report, Financial Results (Feb 22, 2023)

NetApp, Inc. (NASDAQ: NTAP) furnished a press release under Item 2.02 reporting results for its third quarter of fiscal 2023, which ended January 27, 2023. Net revenues were $1.53 billion, compared to $1.61 billion in the prior-year quarter, a year-over-year decrease of 5% (2% in constant currency). Billings were $1.57 billion, down 11% year over year (7% in constant currency). GAAP net income was $65 million ($0.30 per diluted share), versus $252 million ($1.10 per share) a year earlier, while non-GAAP net income was $301 million ($1.37 per share) versus $330 million ($1.44 per share). The company said both GAAP and non-GAAP year-over-year comparisons include an unfavorable foreign currency impact of approximately $30 million on net income and $0.14 per share. Cash flow and capital return were steady. Cash provided by operations was $377 million, up from $260 million, and cash, cash equivalents and investments totaled $3.1 billion at quarter end. NetApp returned $308 million to shareholders through share repurchases and cash dividends during the quarter. Public Cloud segment revenue rose to $150 million from $110 million, and Public Cloud annualized revenue run rate reached $605 million, up 29%, while All-flash array ARR declined 12% to $2.8 billion. Guidance for the fourth quarter of fiscal 2023 calls for net revenues of $1.475 billion to $1.625 billion, with GAAP EPS of $0.92 to $1.02 and non-GAAP EPS of $1.30 to $1.40. For full fiscal 2023, net revenues are expected to be flat year over year, with GAAP EPS of $5.48 to $5.68 and non-GAAP EPS of $5.30 to $5.50. The filing also notes a next cash dividend of $0.50 per share payable April 26, 2023.

Feb 22, 2023 8-K

Financial EventsRegulation FDExhibits & Filings

NetApp 8-K Report, Exit or Disposal Costs (Jan 31, 2023)

On January 31, 2023, NetApp, Inc. announced a plan to restructure and reduce its workforce to realign resources toward its biggest opportunities, citing macroeconomic challenges and a reduced spending environment. The company expects to reduce its worldwide headcount by approximately 8%, with the reduction substantially implemented through the end of the fourth quarter of fiscal 2023. NetApp expects aggregate restructuring charges of approximately $85 to $95 million, consisting primarily of employee severance and benefit costs. Most of these charges are expected to be cash expenditures, and the majority is expected to be recognized in the third quarter of fiscal 2023. The filing notes that actual results may differ materially from these estimates and that additional unanticipated costs may arise. The CEO's employee email, filed as Exhibit 99.1, describes the changes as part of sharpening strategy, adapting the cost structure, and focusing on areas best positioned for growth. It notes that in parts of EMEA and APAC, the realignment and potential employee impact are subject to ongoing local consultation processes.

Jan 31, 2023 8-K

Earnings & ResultsExhibits & Filings

NetApp 8-K Report, Financial Results (Nov 29, 2022)

NetApp, Inc. filed this Form 8-K on November 29, 2022 to furnish a press release (Exhibit 99.1) reporting results for the second quarter of fiscal year 2023, which ended October 28, 2022. The company reported net revenues of $1.66 billion, up 6% year-over-year (12% in constant currency), with product revenue of $837 million, up 3% year-over-year. Billings were $1.60 billion, up 3% year-over-year. GAAP net income was $750 million, or $3.41 per diluted share, compared with $224 million, or $0.98, a year earlier. Non-GAAP net income was $326 million, or $1.48 per share, versus $292 million, or $1.28, in the prior-year quarter. The GAAP results include a benefit of $524 million from an intra-entity intellectual property transfer, which the company excludes from non-GAAP results. NetApp reported that its Public Cloud annualized revenue run rate rose 55% year-over-year to $603 million, and its All-flash array annualized revenue run rate increased 2% to $3.1 billion. Operating cash flow was $214 million, and the company returned $258 million to shareholders through repurchases and dividends during the quarter. Cash, cash equivalents and investments totaled $3.03 billion at quarter end. For the third quarter of fiscal 2023, NetApp guided to net revenues of $1.525 billion to $1.675 billion, with GAAP EPS of $0.88 to $0.98 and non-GAAP EPS of $1.25 to $1.35. For full fiscal 2023, it expects revenue growth of 2% to 4%, Public Cloud ARR of about $700 million at year end, and GAAP EPS of $6.29 to $6.49 (non-GAAP $5.30 to $5.50). The company also declared a next cash dividend of $0.50 per share, payable January 25, 2023.

Nov 29, 2022 8-K

Leadership Changes

NetApp 8-K Report, Executive Changes (Nov 16, 2022)

NetApp, Inc. (NTAP) filed this Form 8-K on November 16, 2022 to report an executive departure under Item 5.02. The filing states that on November 15, 2022, the company announced that Matthew Fawcett informed NetApp of his intent to retire from his position as Executive Vice President and Chief Strategy Officer, effective February 28, 2023. To ensure an orderly transition, Mr. Fawcett has agreed to work with the Company and its board of directors and provide transition services between November 18, 2022 and February 28, 2023. The filing does not disclose a successor, financial results, or any financial figures. For investors, the filing is a routine leadership-change disclosure rather than a material financial event. The main points to note are the timing of the retirement and the defined transition period, which gives the company roughly three months to plan for the role's responsibilities.

Nov 16, 2022 8-K

Shareholder Matters

NetApp 8-K Report, Shareholder Vote Results (Sep 14, 2022)

At NetApp, Inc.'s annual meeting of stockholders held on September 9, 2022, stockholders elected all nine board nominees: T. Michael Nevens, Deepak Ahuja, Gerald Held, Kathryn M. Hill, Deborah L. Kerr, George Kurian, Carrie Palin, Scott F. Schenkel, and George T. Shaheen. Each nominee received substantially more votes for than against, though Nevens (166,464,970 for; 12,917,115 against) and Shaheen (165,219,808 for; 14,155,604 against) drew the most opposition. Abstentions did not affect director elections. Stockholders also approved, on an advisory basis, the compensation of the Named Executive Officers, with 169,499,335 votes for and 9,885,130 against. They ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending April 28, 2023, with 186,052,296 votes for and 12,935,839 against. A stockholder proposal requesting that the Board consider a special shareholder meeting improvement was not approved, receiving 79,585,070 votes for and 99,587,676 against, with 314,690 abstentions and 19,554,726 broker nonvotes.

Sep 14, 2022 8-K

Earnings & ResultsExhibits & Filings

NetApp 8-K Report, Financial Results (Aug 24, 2022)

NetApp, Inc. furnished a press release as Exhibit 99.1 reporting financial results for its first quarter of fiscal year 2023, which ended July 29, 2022. Net revenues rose 9% year-over-year to $1.59 billion (13% in constant currency), with Hybrid Cloud segment revenue of $1.46 billion and Public Cloud segment revenue of $132 million, up from $79 million. GAAP net income was $214 million, or $0.96 per diluted share, compared with $202 million and $0.88 a year earlier. Non-GAAP net income was $269 million, or $1.20 per diluted share. Billings were $1.56 billion, up 13% year-over-year. The company reported $3.44 billion in cash, cash equivalents and investments at quarter end, and cash provided by operations of $281 million. It returned $460 million to shareholders through share repurchases and cash dividends during the quarter. Balance sheet data show total debt (current and long-term) of $2.64 billion, and stockholders' equity declined to $657 million from $838 million. For guidance, NetApp expects second-quarter fiscal 2023 net revenues of $1.595 billion to $1.745 billion, with GAAP EPS of $0.93 to $1.03 and non-GAAP EPS of $1.28 to $1.38. For full fiscal 2023, it expects net revenue growth of 6% to 8%, GAAP EPS of $4.09 to $4.29, and non-GAAP EPS of $5.40 to $5.60. The next quarterly cash dividend is $0.50 per share, payable October 26, 2022.

Aug 24, 2022 8-K

Earnings & ResultsExhibits & Filings

NetApp 8-K Report, Financial Results (Jun 1, 2022)

NetApp, Inc. (NASDAQ: NTAP) furnished a press release as Exhibit 99.1 under Item 2.02 reporting results for the fourth quarter and fiscal year ended April 29, 2022. Net revenues for the fourth quarter were $1.68 billion, compared to $1.56 billion in the prior-year quarter, and fiscal 2022 net revenues were $6.32 billion, compared to $5.74 billion in fiscal 2021. GAAP net income was $259 million for the quarter (diluted EPS $1.14, versus $1.46), while non-GAAP net income was $324 million (non-GAAP diluted EPS $1.42, versus $1.17). For the full year, GAAP net income was $937 million (diluted EPS $4.09) and non-GAAP net income was $1.21 billion (non-GAAP diluted EPS $5.28). Public Cloud segment revenue rose to $120 million in the fourth quarter from $66 million a year earlier, and Public Cloud annualized revenue run rate reached $505 million, up 68% year-over-year. Hybrid Cloud segment revenue was $1.56 billion in the quarter versus $1.49 billion. Cash, cash equivalents and investments totaled $4.13 billion at the end of the fourth quarter, and the company returned $1.05 billion to shareholders during fiscal 2022 through repurchases and dividends. For fiscal 2023, NetApp guided to net revenue growth of 6% to 8%, GAAP diluted EPS of $3.96 to $4.16, and non-GAAP diluted EPS of $5.40 to $5.60. For the first quarter of fiscal 2023, it guided to net revenues of $1.475 billion to $1.625 billion and GAAP EPS of $0.72 to $0.82 (non-GAAP $1.05 to $1.15). The next quarterly cash dividend is $0.50 per share, payable July 27, 2022.

Jun 1, 2022 8-K

Other Events

NetApp 8-K Report, Corporate Update (Mar 22, 2022)

NetApp, Inc. filed this Current Report on Form 8-K under Item 8.01 (Other Events) to disclose that it announced at its 2022 Investor Day that, on March 17, 2022, its Board of Directors authorized the repurchase of up to an additional $1 billion of the Company's common stock. The authorization has no expiration date. The filing states that repurchases may be made through open market purchases in compliance with Rule 10b-18, including Rule 10b5-1 trading plans, privately negotiated transactions, accelerated stock repurchase plans, block purchases, or other similar techniques, in amounts management deems appropriate. The Company is not obligated to repurchase any specific number of shares, and timing and volume will depend on factors such as stock price, economic, business and market conditions, and alternative investment opportunities. For investors, the key takeaway is the new $1 billion buyback capacity, which the filing presents as an additional authorization. The company may discontinue purchases at any time without notice, so the authorization does not commit it to a specific level of repurchase activity.

Mar 22, 2022 8-K

Earnings & ResultsExhibits & Filings

NetApp 8-K Report, Financial Results (Feb 23, 2022)

NetApp, Inc. (NTAP) furnished a press release as Exhibit 99.1 under Item 2.02 reporting financial results for its third quarter of fiscal year 2022, which ended January 28, 2022. Net revenues were $1.61 billion, compared to $1.47 billion in the prior-year quarter. Hybrid Cloud segment revenue was $1.50 billion versus $1.42 billion, and Public Cloud segment revenue was $110 million versus $55 million. GAAP net income was $252 million ($1.10 per diluted share), compared to $182 million ($0.80 per share) a year earlier. Non-GAAP net income was $330 million ($1.44 per share), compared to $250 million ($1.10 per share). Cash, cash equivalents and investments totaled $4.20 billion, and cash provided by operations was $260 million. For the fourth quarter of fiscal 2022, NetApp guided to net revenues of $1.635 billion to $1.735 billion and GAAP earnings per share of $0.90 to $1.00 (non-GAAP $1.21 to $1.31). For full fiscal 2022, the company increased its revenue and EPS guidance: net revenues are expected to grow approximately 10%, GAAP EPS is expected at $3.87 to $3.97, and non-GAAP EPS at $5.07 to $5.17. The company also expects Public Cloud ARR to exit the year at $525 million to $545 million. The company also declared a next cash dividend of $0.50 per share, payable April 27, 2022, and returned $236 million to shareholders through repurchases and dividends during the quarter.

Feb 23, 2022 8-K

Leadership Changes

NetApp 8-K Report, Executive Changes (Feb 14, 2022)

NetApp, Inc. (NTAP) filed this Current Report on Form 8-K under Item 5.02, disclosing leadership and Section 16 officer changes. Brad Anderson, Executive Vice President, Hybrid Cloud Group, will retire effective February 15, 2022. The filing states that Mr. Anderson and the Company mutually agreed to the retirement on February 8, 2022, and that there were no disagreements in connection with it. The company had previously announced on June 2, 2021 that he intended to retire at the end of its 2022 fiscal year, so the retirement date has been accelerated. In connection with his retirement and the Board's annual review of officer designations under Section 16 of the Exchange Act, the Board determined that Matthew Fawcett, Executive Vice President and Chief Strategy Officer, will no longer be a Section 16 "officer" effective February 15, 2022. Mr. Fawcett will remain in his current role as Executive Vice President and Chief Strategy Officer. This change affects his reporting status under Section 16, not his executive position. For investors, the filing is a governance and management-transition notice rather than a financial disclosure. It reports no financial results, guidance, or compensation terms. The main item to monitor is the continuity of leadership for the Hybrid Cloud Group following Mr. Anderson's departure.

Feb 14, 2022 8-K

Earnings & ResultsExhibits & Filings

NetApp 8-K Report, Financial Results (Nov 30, 2021)

NetApp, Inc. (NTAP) furnished a press release under Item 2.02 reporting results for its second quarter of fiscal year 2022, which ended October 29, 2021. Net revenues grew 11% year-over-year to $1.57 billion, with Hybrid Cloud segment revenue of $1.48 billion and Public Cloud segment revenue of $87 million, compared to $47 million a year earlier. GAAP net income was $224 million, or $0.98 per diluted share, versus $137 million and $0.61 a year earlier. Non-GAAP net income was $292 million, or $1.28 per diluted share. Cash provided by operations was $298 million and free cash flow was $252 million, and the company returned $237 million to shareholders through share repurchases and dividends. Management raised its full fiscal 2022 outlook for net revenue growth, to 9% to 10%, and expects Public Cloud ARR to exit the year at $510 million to $540 million. GAAP EPS guidance for the full year is $3.80 to $4.00, and non-GAAP EPS guidance is $4.90 to $5.10. For the third quarter, the company guided net revenues of $1.525 billion to $1.675 billion and GAAP EPS of $0.93 to $1.03 (non-GAAP $1.21 to $1.31). The filing also highlights the CloudCheckr acquisition, which closed on November 5, 2021, and a quarterly cash dividend of $0.50 per share payable January 26, 2022. Public Cloud ARR increased 80% year-over-year to $388 million, and the all-flash array annualized net revenue run rate increased 22% to $3.1 billion.

Nov 30, 2021 8-K

Leadership ChangesShareholder MattersCorporate Changes+1

NetApp 8-K Report, Executive Changes (Sep 13, 2021)

NetApp, Inc. filed this Form 8-K reporting results from its annual meeting of stockholders held on September 10, 2021. Stockholders approved the adoption of the 2021 Equity Incentive Plan, which replaces the 1999 Stock Option Plan; the 1999 Plan terminated effective September 11, 2021, but continues to govern awards already outstanding under it. Stockholders also approved a 3,000,000-share increase to the Employee Stock Purchase Plan reserve. The Compensation Committee previously approved forms of Restricted Stock Unit agreements for employees, senior vice presidents and above, and performance-based awards for use under the 2021 Plan. The Executive RSU Agreement adds retirement-related vesting, and the full agreement texts are to be filed with the Form 10-Q for the quarter ending October 29, 2021. Stockholders approved amendments to the Certificate of Incorporation and Bylaws, effective September 10, 2021, allowing stockholders to act by written consent. Under the amended provisions, stockholders seeking written consent must hold at least 25% of outstanding common stock for six months to request that the Board set a record date. A stockholder proposal asking the Board to permit action by written consent also passed, with 95,695,841 votes for and 89,665,245 against. Management's own proposal on the same subject received 171,109,006 votes for and 3,283,502 against, with 11,437,404 abstentions. At the meeting, all nine director nominees were elected, including George Kurian, the company's chief executive, and T. Michael Nevens. Stockholders also approved the advisory vote on named executive officer compensation, with 176,412,936 votes for and 9,289,546 against, and ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending April 29, 2022.

Sep 13, 2021 8-K

Earnings & ResultsExhibits & Filings

NetApp 8-K Report, Financial Results (Aug 25, 2021)

NetApp, Inc. (NTAP) furnished a press release under Item 2.02 reporting financial results for its first quarter of fiscal year 2022, which ended July 30, 2021. Net revenues rose 12% year-over-year to $1.46 billion, with Hybrid Cloud revenue of $1.38 billion and Public Cloud revenue of $79 million. GAAP net income was $202 million, or $0.88 per diluted share, compared with $77 million, or $0.35, a year earlier. Non-GAAP net income was $263 million, or $1.15 per diluted share. Billings increased 20% year-over-year to $1.38 billion, and cash provided by operations was $242 million, yielding free cash flow of $191 million. The company raised its full fiscal year 2022 guidance. Net revenues are now expected to grow 8% to 9%, and Public Cloud ARR is expected to exit the year at $450 million to $500 million. GAAP earnings per share are guided to $3.83 to $4.03, and non-GAAP earnings per share to $4.85 to $5.05. For the second quarter, GAAP EPS is guided to $0.88 to $0.98 on net revenues of $1.49 billion to $1.59 billion. The company also introduced two new reporting segments, Hybrid Cloud and Public Cloud, and announced a $0.50 per share dividend payable October 27, 2021. At quarter end, cash, cash equivalents and investments totaled $4.55 billion, and the company returned $212 million to shareholders through share repurchases and cash dividends. Total liabilities were $8.44 billion against $9.16 billion in total assets. The filing itself is a press-release furnishing under Item 2.02, and the information is not deemed filed for purposes of Section 18 of the Exchange Act.

Aug 25, 2021 8-K

Earnings & ResultsLeadership ChangesOther Events+1

NetApp 8-K Report, Financial Results (Jun 2, 2021)

NetApp, Inc. (NTAP) furnished a press release reporting results for the fourth quarter and fiscal year ended April 30, 2021. Net revenues for the fourth quarter were $1.56 billion, compared to $1.40 billion a year earlier, and net revenues for fiscal 2021 were $5.74 billion, compared to $5.41 billion in fiscal 2020. GAAP net income for the quarter was $334 million ($1.46 per diluted share), versus $196 million a year earlier, and fiscal 2021 GAAP net income was $730 million ($3.23 per diluted share). Cash provided by operations was $559 million in the quarter and $1.33 billion for the year, and free cash flow reached $521 million in the quarter, which the company described as an all-time high. Public cloud services annualized revenue run rate increased 171% year-over-year to $301 million. For fiscal 2022, the company guided to net revenue growth of 6% to 7%, GAAP earnings per share of $3.48 to $3.68, and non-GAAP earnings per share of $4.45 to $4.65, with public cloud ARR expected to exit the year between $425 million and $500 million. The Board authorized an additional $500 million share repurchase authorization with no expiration date, and approved a quarterly dividend increase from $0.48 to $0.50 per share, effective for the dividend paid in the first quarter of fiscal 2022. Separately, Brad Anderson, Executive Vice President, Hybrid Cloud Group, informed the company of his intent to retire effective at the end of fiscal 2022 on April 29, 2022. The filing also furnishes a press release with detailed reconciliations of GAAP to non-GAAP results, including a $156 million gain on sale or derecognition of assets in the fourth quarter.

Jun 2, 2021 8-K

Earnings & ResultsExhibits & Filings

NetApp 8-K Report, Financial Results (Feb 24, 2021)

NetApp, Inc. furnished a press release (Exhibit 99.1) reporting results for its third quarter of fiscal year 2021, which ended January 29, 2021. Net revenues were $1.47 billion, compared to $1.40 billion in the prior-year quarter. GAAP net income was $182 million ($0.80 per diluted share), versus $277 million ($1.21 per share) a year earlier, while non-GAAP net income was $250 million ($1.10 per share), compared to $265 million ($1.16 per share). Billings were $1.60 billion, and cash provided by operations was $373 million. Cash, cash equivalents and investments totaled $3.89 billion at quarter end, and the company returned $157 million to shareholders through share repurchases and cash dividends. For the fourth quarter of fiscal 2021, NetApp guided net revenues to $1.44 billion to $1.54 billion, GAAP EPS to $0.78 to $0.86, and non-GAAP EPS to $1.06 to $1.14. The company also declared a next cash dividend of $0.48 per share, payable April 28, 2021, to holders of record on April 9, 2021. Management highlighted that Q3 marked the third consecutive quarter of revenue and billings growth, and pointed to public cloud services annualized revenue run rate of $237 million, up 186% year-over-year. The filing is a Form 8-K under Item 2.02 and states that the press release and its contents are furnished, not filed, for purposes of Section 18 of the Exchange Act.

Feb 24, 2021 8-K

Leadership ChangesExhibits & Filings

NetApp 8-K Report, Executive Changes (Feb 4, 2021)

NetApp, Inc. (NASDAQ: NTAP) filed this Current Report on Form 8-K dated February 4, 2021 to disclose two personnel changes under Item 5.02. First, the Board increased its authorized size from eight to nine directors and appointed Carrie Palin to fill the new seat. Ms. Palin, who is chief marketing officer of Splunk, will serve on the Compensation Committee. The filing states she will participate in the non-employee director compensation arrangements described in the company's August 2, 2019 proxy statement and is expected to sign the company's standard director indemnification agreement. The accompanying press release notes that eight of the nine directors are independent and half were appointed within the last five years. Second, the company announced the appointment of Robert Parks, age 48, as principal accounting officer. Mr. Parks joined NetApp on January 28, 2021 as Vice President, Chief Accounting Officer, and previously served as executive vice president and chief accounting officer of Syneos Health. His offer letter sets an annual base salary of $420,000, an annual incentive target of 48% of base salary, and a grant of $800,000 in value of service-vested restricted stock units that vest 25% on each anniversary of the vesting commencement date. For investors, the filing describes routine governance and executive compensation changes rather than financial results or transactions. The key items are the board expansion with a new independent director and the appointment of a new principal accounting officer with defined pay terms.

Feb 4, 2021 8-K

Material AgreementsFinancial EventsExhibits & Filings

NetApp 8-K Report, Material Agreement (Jan 22, 2021)

On January 22, 2021, NetApp, Inc. entered into an Amended and Restated Credit Agreement with its lenders and JPMorgan Chase Bank, N.A., as administrative agent. The agreement amends and restates the company's existing credit agreement dated December 12, 2016, as amended. It provides a $1 billion revolving unsecured credit facility, including a $50 million sublimit for letters of credit, maturing January 22, 2026, with an option to extend the maturity for two additional one-year periods subject to certain conditions. Proceeds may be used for general corporate purposes and as liquidity support for the company's commercial paper program. As of January 22, 2021, no borrowings or letters of credit were outstanding under the facility. The facility carries pricing tied to the company's senior unsecured debt ratings from Moody's and S&P, with spreads of 0% to 0.30% for base rate loans and 0.795% to 1.30% for LIBO rate loans. The agreement requires the company not to exceed a maximum leverage ratio and to maintain a minimum interest coverage ratio, and includes customary affirmative and negative covenants, change of control defaults, and cross-default provisions. An expansion option allows the company, subject to requirements, to request up to an additional $300 million, for a potential total commitment of $1.3 billion. No guarantors were in place at closing, though domestic subsidiaries meeting certain materiality thresholds will guarantee the obligations. The filing is primarily a disclosure of a new committed liquidity source. Item 2.03 incorporates the same credit agreement information by reference, and the full agreement is filed as Exhibit 10.1.

Jan 22, 2021 8-K

Earnings & ResultsExhibits & Filings

NetApp 8-K Report, Financial Results (Dec 1, 2020)

NetApp, Inc. (NTAP) furnished a press release under Item 2.02 reporting results for its second quarter of fiscal year 2021, which ended October 30, 2020. Net revenues were $1.42 billion, compared to $1.37 billion in the second quarter of fiscal year 2020. GAAP net income was $137 million, down from $243 million a year earlier, and GAAP diluted net income per share was $0.61 versus $1.03. Non-GAAP net income was $236 million, compared to $257 million, and non-GAAP net income per share was $1.05 versus $1.09. Operating cash flow was $161 million, compared to $(53) million in the prior-year quarter, and cash, cash equivalents and investments totaled $3.65 billion at quarter end. For the third quarter of fiscal 2021, the company guided net revenues of $1.34 billion to $1.49 billion, GAAP earnings per share of $0.67 to $0.75, and non-GAAP earnings per share of $0.94 to $1.02. The company also declared a next cash dividend of $0.48 per share, payable January 27, 2021, to shareholders of record as of January 8, 2021. Quarterly dividends paid totaled $107 million. The release highlights growth in the cloud business, with public cloud services annualized revenue run rate of $216 million, up 200% year-over-year, and an all-flash array annualized net revenue run rate of $2.5 billion, up 15%. Billings were $1.46 billion, up 10% year-over-year. The release also describes new product launches, including ONTAP 9.8, several AFF and FAS systems, and expanded cloud and FlexPod offerings.

Dec 1, 2020 8-K

Leadership Changes

NetApp 8-K Report, Executive Changes (Sep 24, 2020)

NetApp, Inc. (NTAP) filed this Form 8-K on September 24, 2020 under Item 5.02, which covers departures or appointments of directors and certain officers and compensatory arrangements. The filing reports that on September 21, 2020, the company appointed Michael J. Berry, age 57, as principal accounting officer, effective September 18, 2020. Mr. Berry already serves as Executive Vice President and Chief Financial Officer and continues as principal financial officer. The appointment adds the principal accounting officer role to Mr. Berry's existing responsibilities rather than bringing in a new executive. The filing states that no new compensatory arrangements were entered into in connection with the appointment. It also states that Mr. Berry has no family relationship with any company officer or director and that there are no reportable related party transactions involving him under Item 404(a) of Regulation S-K. For investors, the filing is an administrative governance disclosure. It does not report financial results, changes in compensation, or any change in the company's leadership structure beyond the consolidation of the CFO and principal accounting officer roles.

Sep 24, 2020 8-K

Shareholder Matters

NetApp 8-K Report, Shareholder Vote Results (Sep 16, 2020)

NetApp, Inc. reported in this Form 8-K, under Item 5.07 (Submission of Matters to a Vote of Security Holders), the results of its annual meeting of stockholders held on September 10, 2020. Stockholders elected all eight director nominees: T. Michael Nevens, Deepak Ahuja, Gerald Held, Kathryn M. Hill, Deborah L. Kerr, George Kurian, Scott F. Schenkel, and George T. Shaheen. The filing states that no members of the Board had continuing terms without election. Each nominee received substantially more votes for than against, with Shaheen receiving the most against votes (5,320,635) and Schenkel the fewest (256,201). Three additional proposals were voted on. Stockholders approved, on an advisory basis, the compensation of the Named Executive Officers, with 181,818,355 votes for and 3,940,501 against. They also ratified the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending April 24, 2020, with 196,034,697 votes for and 9,084,638 against. A stockholder proposal for stockholder action by written consent was also reported as approved, with 93,470,595 votes for, 91,841,015 against, and 622,713 abstentions. The filing reports broker nonvotes of 19,311,342 on the director elections, the say-on-pay proposal, and the written consent proposal. The filing states that broker nonvotes do not affect the outcome of the vote. The filing does not contain other financial information.

Sep 16, 2020 8-K

Earnings & ResultsLeadership ChangesFinancial Events+1

NetApp 8-K Report, Financial Results (Aug 26, 2020)

NetApp, Inc. (NTAP) filed this Form 8-K on August 26, 2020 to report first-quarter fiscal 2021 results for the quarter ended July 31, 2020, and to disclose a restructuring plan and a leadership change. Net revenues were $1.30 billion compared with $1.24 billion in the prior-year quarter. GAAP net income was $77 million, down from $103 million, while non-GAAP net income rose to $163 million from $157 million. GAAP diluted EPS was $0.35 versus $0.42, and non-GAAP diluted EPS was $0.73 versus $0.65. Cash, cash equivalents and investments ended the quarter at $3.77 billion, and cash provided by operations was $240 million compared with $310 million a year earlier. The company also committed on August 25, 2020 to a restructuring plan to optimize the business and fund priorities including returning to growth in storage software and systems and scaling its public cloud services business. NetApp expects to reduce worldwide headcount by approximately 5% over fiscal 2021, with aggregate charges of approximately $35 to $40 million, mostly cash, and most of the charges recognized in the second quarter of fiscal 2021. Separately, Senior Vice President and Chief Accounting Officer Scott R. Allen notified the company of his intent to resign, effective September 18, 2020. For the second quarter of fiscal 2021, NetApp guided to net revenues of $1.225 billion to $1.375 billion and GAAP EPS of $0.28 to $0.36 (non-GAAP $0.66 to $0.74). The company declared a next cash dividend of $0.48 per share, payable October 28, 2020. The filing also reports that the balance sheet shows long-term debt rising to $2.63 billion from $1.15 billion, following a debt issuance and repayments during the quarter.

Aug 26, 2020 8-K

Other Events

NetApp 8-K Report, Corporate Update (Jun 26, 2020)

NetApp, Inc. filed a Current Report on Form 8-K on June 26, 2020, under Item 8.01 (Other Events) to announce that it issued a notice to redeem all of its outstanding 3.375% Senior Notes due 2021 (the "Notes"). The redemption is governed by the Indenture dated December 12, 2012 between the Company and U.S. Bank National Association, as supplemented by a Second Supplemental Indenture dated June 5, 2014. The Notes will be redeemed on July 27, 2020 (the "Redemption Date"). The redemption price equals (i) 100% of the principal amount of the Notes, plus (ii) the sum of the present values of the remaining scheduled payments of principal and interest, discounted pursuant to the terms of the Indenture. As of the filing date, $500.0 million aggregate principal amount of the Notes remained outstanding. For investors, the filing is a routine debt-management disclosure: it signals that the Company is retiring a $500.0 million senior note series ahead of its 2021 maturity, with the redemption price tied to a make-whole-style present value calculation. The filing does not state the source of funds or the effect on the Company's financial results.

Jun 26, 2020 8-K

Material AgreementsFinancial EventsOther Events+1

NetApp 8-K Report, Material Agreement (Jun 22, 2020)

NetApp, Inc. (NTAP) filed this Form 8-K to report two related transactions: the entry into an underwriting agreement dated June 17, 2020 for a public offering of senior notes, and the execution of a Fourth Supplemental Indenture on June 22, 2020 establishing the terms of those notes. The company agreed to issue and sell $750 million of 1.875% Senior Notes due 2025, $550 million of 2.375% Senior Notes due 2027, and $700 million of 2.700% Senior Notes due 2030, for a combined aggregate principal amount of $2.0 billion. The offering was made under the company's Form S-3 shelf registration (File No. 333-223154) and a prospectus supplement filed June 18, 2020. Interest is payable semi-annually on June 22 and December 22, beginning December 22, 2020. NetApp intends to use the net proceeds for general corporate purposes, including redeeming or repaying at maturity $500 million of its outstanding 3.375% Senior Notes due June 2021 (with accrued interest and any make-whole payment), and repaying outstanding borrowings under its commercial paper program. The Indenture contains limited covenants, restricting secured debt on principal property, certain sale-and-lease-back transactions, and consolidations, mergers, or sales of substantially all assets. It also includes customary events of default, with acceleration possible upon default. Wilson Sonsini Goodrich & Rosati issued a legality opinion on the notes dated June 22, 2020.

Jun 22, 2020

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