Current Report Filing (8-k)

Date : 09/19/2018 @ 3:57PM
Source : Edgar (US Regulatory)
Stock : Netapp, Inc. (NTAP)
Quote : 77.58  -0.46 (-0.59%) @ 1:34PM

Current Report Filing (8-k)

 

 

 

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): September 13, 2018

 

 

NetApp, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   0-27130   77-0307520

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

1395 Crossman Avenue

Sunnyvale, CA 94089

(Address of principal executive offices) (Zip Code)

(408) 822-6000

(Registrant’s 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):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to 1999 Stock Option Plan

The board of directors (the “ Board ”) of NetApp, Inc. (the “ Company ”) previously approved, subject to stockholder approval, an amendment to the Company’s 1999 Stock Option Plan (the “ 1999 Plan ”) to increase the share reserve by an additional 9,000,000 shares of common stock. The Company’s stockholders approved the amendment at the Annual Meeting of Stockholders of the NetApp, Inc. held on September 13, 2018 (the “ Annual Meeting ”). The foregoing is qualified in its entirety by reference to the full text of the 1999 Plan, a copy of which is attached as Exhibit 10.1 and is incorporated herein by reference.

Amendment to Employee Stock Purchase Plan

The Board previously approved, subject to stockholder approval, an amendment to the Company’s Employee Stock Purchase Plan (the “ Purchase Plan ”) to increase the share reserve by an additional 2,000,000 shares of common stock. The Company’s stockholders approved the amendment at the Annual Meeting. The foregoing is qualified in its entirety by reference to the full text of the Purchase Plan, a copy of which is attached as Exhibit 10.2 and is incorporated herein by reference.

 

Item 5.07

Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the stockholders of the Company elected the following individuals to serve as members of the Board for the ensuing year or until their respective successors are duly elected and qualified. No members of the Board had continuing terms without election. Abstentions do not impact the outcome of the vote for director elections.

 

Nominee

   Votes For      Votes Against      Abstentions      Broker
Nonvotes*
 

T. Michael Nevens

     136,396,877        76,584,000        52,695        21,675,060  

Gerald Held

     212,171,375        385,333        476,864        21,675,060  

Kathryn M. Hill

     211,615,856        1,377,048        40,668        21,675,060  

Deborah L. Kerr

     211,287,949        1,703,400        42,223        21,675,060  

George Kurian

     212,891,528        95,166        46,878        21,675,060  

Scott F. Schenkel

     212,882,762        98,003        52,807        21,675,060  

George T. Shaheen

     199,789,507        12,779,523        464,542        21,675,060  

Richard P. Wallace

     190,967,030        22,014,934        51,608        21,675,060  

In addition, the following proposals were voted on at the Annual Meeting:

 

  1.

Proposal to approve an amendment to the 1999 Plan to increase the share reserve by an additional 9,000,000 shares of common stock.

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Nonvotes*

180,598,655

   28,384,334    4,050,583    21,675,060

The proposal was approved.


  2.

Proposal to approve an amendment to the Purchase Plan to increase the share reserve by an additional 2,000,000 shares of common stock.

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Nonvotes*

212,682,173

   317,206    34,193    21,675,060

The proposal was approved.

 

  3.

Proposal to approve an advisory vote on Named Executive Officer compensation.

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Nonvotes*

206,537,051

   6,430,943    65,578    21,675,060

The proposal was approved.

 

  4.

Proposal to ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending April 26, 2019.

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Nonvotes*

230,756,586

   3,882,084    69,962    0

The proposal was approved.

 

  5.

Proposal to ratify the stockholder special meeting provisions in the Company’s bylaws.

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Nonvotes*

125,020,759

   83,935,515    4,077,298    21,675,060

The proposal was approved.

 

 

*

Broker nonvotes do not affect the outcome of the vote.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
No.
  

Description

10.1    NetApp, Inc. 1999 Stock Option Plan (incorporated by reference to Appendix  A to the Company’s proxy statement, dated August 1, 2018)
10.2    NetApp, Inc. Employee Stock Purchase Plan (incorporated by reference to Appendix  B to the Company’s proxy statement, dated August 1, 2018)


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.

 

   

NETAPP, INC.

(Registrant)

Date: September 19, 2018     By:  

/s/ Matthew K. Fawcett

      Matthew K. Fawcett
      Senior Vice President, General Counsel and Secretary

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