Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 14, 2023, NetScout Systems, Inc. (the “Company”) held its 2023 annual meeting of stockholders (the “2023 Annual Meeting”). At the 2023 Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2019 Equity Incentive Plan (the “Amended 2019 Plan”) to, among other things, increase the aggregate number of shares of the Company’s common stock authorized for issuance thereunder by 5,900,000 shares and approve changes to the fungible share counting structure. The Company’s board of directors (the “Board”) previously approved the Amended 2019 Plan, subject to stockholder approval, on July 19, 2023. The Amended 2019 Plan became effective immediately upon stockholder approval at the 2023 Annual Meeting.
A more detailed summary of the material features of the Amended 2019 Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A for the 2023 Annual Meeting filed with the Securities and Exchange Commission on July 27, 2023 (the “Proxy Statement”) under the caption “Proposal 2: Approval of the NetScout Systems, Inc. 2019 Equity Incentive Plan, As Amended.” That detailed summary and the foregoing description of the Amended 2019 Plan are qualified in their entirety by reference to the full text of the Amended 2019 Plan, which is filed as Appendix B to the Proxy Statement.
Effective upon the conclusion of the 2023 Annual Meeting, the size of the Board was decreased from eleven to ten directors. The Board previously approved such decrease on July 19, 2023.
Item 5.07. Submission of Matters to a Vote of Security Holders.
A summary of the matters voted upon by stockholders at the 2023 Annual Meeting is set forth below. As of July 17, 2023, the record date for the 2023 Annual Meeting, 72,146,906 shares of the Company’s common stock were issued and outstanding.
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1. |
The Company’s stockholders elected each of Joseph G. Hadzima, Jr., Christopher Perretta, and Michael Szabados as Class III directors of the Company with each director to serve a three-year term until the Company’s 2026 annual meeting of stockholders. The voting results were as follows: |
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For |
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Withheld |
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Broker Non-Votes |
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| Joseph G. Hadzima, Jr. |
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55,551,604 |
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9,920,060 |
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3,764,751 |
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| Christopher Perretta |
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64,435,661 |
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1,036,003 |
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3,764,751 |
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| Michael Szabados |
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62,031,642 |
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3,440,022 |
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3,764,751 |
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2. |
The Company’s stockholders approved the Amended 2019 Plan. The voting results were as follows: |
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| For |
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Against |
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Abstain |
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Broker Non-Votes |
| 43,782,052 |
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21,657,657 |
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31,955 |
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3,764,751 |
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3. |
The Company’s stockholders approved, on an advisory basis, holding future stockholder advisory votes on the compensation of the Company’s named executive officers every “one year.” The voting results were as follows: |
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| One Year |
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Two Years |
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Three Years |
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Abstain |
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Broker Non-Votes |
| 59,754,197 |
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9,092 |
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5,667,057 |
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41,318 |
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3,764,751 |
In light of the vote of the stockholders on this proposal and consistent with the recommendation of the Board, the Company will include a non-binding stockholder advisory vote to approve the compensation of its named executive officers in its proxy materials every year. The Company will hold such annual advisory votes until the next required vote on the frequency of stockholder votes on named executive officer compensation. It is expected that the next advisory vote on how frequently the Company should include a “say-on-pay” vote will occur at the Company’s 2029 annual meeting of stockholders.