Current Report Filing (8-k)
April 30 2018 - 4:11PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 27, 2018
NetApp, Inc.
(Exact
name of Registrant as specified in its charter)
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Delaware
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0-27130
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77-0307520
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1395 Crossman Avenue
Sunnyvale, CA 94089
(Address of principal executive offices) (Zip Code)
(408) 822-6000
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as
defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§ 240.12b-2
of
this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or
revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Amendment and
Restatement of Bylaws
On and effective as of April 27, 2018, the Board of Directors of NetApp, Inc. (the
Company
) amended and restated the Companys Bylaws (the
Amended Bylaws
) to add a proxy access provision and provide shareholders with the right to call a special meeting.
Proxy Access
The Amended Bylaws provide
that a shareholder, or a group of up to 20 shareholders, owning at least three percent of the Companys outstanding stock continuously for at least three years, may nominate and include in the Companys annual meeting proxy materials
director nominees constituting up to the greater of a) two directors or b) twenty percent of the Board, provided that the shareholders and nominees satisfy the requirements specified in the Amended Bylaws.
Right to Call Special Meeting
The
Amended Bylaws provide that the chairman of the Companys board of directors or the Companys chief executive officer shall call a special meeting of shareholders upon the request of a shareholder, or group of shareholders, owning at least
25% of the Companys outstanding stock continuously for at least one year, provided that the shareholder or shareholders satisfy the requirements specified in the Amended Bylaws.
The foregoing summary of the Amended Bylaws is qualified in its entirety by reference to, and should be read in conjunction with, the complete
text of the Amended Bylaws, which is attached to this Current Report on Form
8-K
as Exhibit 3.1 and incorporated herein by reference.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
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NETAPP, INC.
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(Registrant)
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April 30, 2018
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By:
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/s/ Matthew K. Fawcett
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Matthew K. Fawcett
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Senior Vice President, General Counsel and Corporate Secretary
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