01—Abstract
Summary
Summary of the 8-K filed September 12, 2024. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- Stockholders approved an amendment to the 2021 Equity Incentive Plan at the September 11, 2024 annual meeting, adding 3,250,000 shares to the share reserve.
- The amendment also adds compensation governance best practices and clarifying and conforming changes, per the Board's prior approval.
- All nine director nominees, including T. Michael Nevens, Deepak Ahuja, George Kurian and June Yang, were elected to serve until the next annual meeting.
- The advisory vote on Named Executive Officer compensation passed with 158,142,708 votes for and 7,935,380 against.
- Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending April 25, 2025, with 168,559,074 votes for and 15,474,914 against.
- The 2021 Plan amendment vote was the closest of the proposals, with 111,026,080 votes for and 55,721,429 against.
- The amended 2021 Plan is filed as Exhibit 10.1 to this Current Report.
03—Questions
Frequently Asked Questions
How many additional shares were added to the 2021 Equity Incentive Plan?
The amendment increases the plan's share reserve by an additional 3,250,000 shares of NetApp common stock.
Did stockholders approve the 2021 Plan amendment?
Yes. The filing states the proposal was approved, with 111,026,080 votes for, 55,721,429 votes against, 208,536 abstentions and 17,362,688 broker nonvotes.
Who was elected to the Board of Directors?
Nine nominees were elected for terms expiring at the next annual meeting: T. Michael Nevens, Deepak Ahuja, Anders Gustafsson, Gerald Held, Deborah L. Kerr, George Kurian, Carrie Palin, Scott F. Schenkel and June Yang. The filing states no directors had continuing terms without election.
Which accounting firm did stockholders ratify?
Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending April 25, 2025.
Where can investors find more detail on the 2021 Plan's terms?
The filing refers investors to the definitive proxy statement filed July 26, 2024, under the heading "Proposal 4 Amendment to the Company's 2021 Equity Incentive Plan," and to the full plan text attached as Exhibit 10.1.
04—Continue