01—Abstract
Summary
Summary of the 8-K filed September 15, 2025. Cited figures are marked; the original filing is the authoritative source.
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 $285,000a (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.
02—Key points
Key Highlights
- Stockholders approved a 4,000,000-share increase to the Employee Stock Purchase Plan reserve.
- Stockholders approved a 5,000,000-share increase to the 2021 Equity Incentive Plan reserve, with 52,994,500 votes against.
- Outside director RSU awards were raised: initial awards to $285,000 (or $142,500 if elected after February) and annual awards for the other non-employee directors to $285,000.
- The annual RSU award for the non-employee Chairman increased from $350,000 to $360,000.
- All nine director nominees were elected at the September 10, 2025 Annual Meeting.
- Stockholders approved the advisory vote on named executive officer compensation and ratified Deloitte & Touche LLP for the fiscal year ending April 24, 2026.
- A stockholder proposal requesting a special shareholder meeting improvement was not approved, with 21,071,706 votes for and 144,253,624 against.
03—Questions
Frequently Asked Questions
How many new shares were added to the equity plans?
The Employee Stock Purchase Plan reserve increased by 4,000,000 shares and the 2021 Equity Incentive Plan reserve increased by 5,000,000 shares, both approved by stockholders at the September 10, 2025 Annual Meeting.
Did stockholders approve the executive pay proposal?
Yes. The advisory vote on named executive officer compensation was approved, with 154,322,410 votes for, 10,011,682 against, 1,274,796 abstentions, and 17,954,379 broker nonvotes.
What changed for outside directors?
Effective September 10, 2025, the initial RSU award for new non-employee directors rose to $285,000 (or $142,500 if appointed after February), the Chairman's annual RSU award rose to $360,000, and other non-employee directors' annual RSU awards rose to $285,000.
Was the auditor reappointed?
Yes. Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending April 24, 2026, with 167,943,530 votes for and 15,412,293 against.
Why was the stockholder proposal on special meetings not approved?
The proposal received 21,071,706 votes for, 144,253,624 against, and 283,558 abstentions, so it was not approved by stockholders.
04—Continue