01—Abstract
Summary
Summary of the 8-K filed September 11, 2026. Cited figures are marked; the original filing is the authoritative source.
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.
02—Key points
Key Highlights
- Stockholders approved an amended and restated certificate of incorporation providing officer exculpation to the fullest extent permitted by Delaware law; it became effective September 10, 2026 upon filing with the Delaware Secretary of State.
- The Board adopted amended and restated bylaws effective September 9, 2026, covering presiding officer authority, transfer procedures, indemnification, and board written consent.
- Bylaw changes limit the Company's liability to indemnify settlement amounts without its written consent and provide subrogation rights for indemnification payments.
- Bylaws now allow indemnification insurance to be provided directly or indirectly through a captive insurance company.
- All ten director nominees, including George Kurian and Deborah L. Kerr, were elected to terms expiring at the next annual meeting.
- Stockholders approved the non-binding advisory vote on named executive officer compensation with 148,675,123 votes for and 11,410,995 against.
- Deloitte & Touche LLP was ratified as independent auditor for the fiscal year ending April 30, 2027, with 157,046,423 votes for and 20,499,433 against.
03—Questions
Frequently Asked Questions
What did stockholders approve regarding the certificate of incorporation?
Stockholders approved an amended and restated certificate of incorporation providing for officer exculpation to the fullest extent permitted by the Delaware General Corporation Law. The charter was filed with the Delaware Secretary of State on September 10, 2026 and became effective upon filing. The charter proposal received 139,405,919 votes for and 21,586,462 against.
Why did the Board amend the bylaws?
The filing states the Board adopted the amended and restated bylaws, effective September 9, 2026, in connection with its periodic review of the Company's governance documents. The changes include clarifying the presiding officer's authority, narrowing the definition of "Stockholder Associated Person," updating transfer procedures, and making other non-substantive and conforming revisions.
Were all director nominees elected?
Yes. Ten nominees were elected to the Board for terms expiring at the next annual meeting of stockholders. Votes for each nominee ranged from 141,818,948 (T. Michael Nevens) to 160,495,207 (June Yang), with votes against ranging from 364,000-level figures for most nominees to 19,131,679 for T. Michael Nevens.
Was the stockholder proposal on action by written consent voted on?
No. The filing states that neither the proponent of the stockholder proposal regarding the process for stockholder action by written consent nor a representative attended the Annual Meeting to present it, as required by Rule 14a-8. Accordingly, no vote was taken on the proposal.
Which auditor was ratified for the current fiscal year?
Stockholders ratified the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending April 30, 2027. The proposal received 157,046,423 votes for, 20,499,433 votes against, and 309,500 abstentions.
04—Continue