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Management Change/Compensation, Proxy Results (Form 8-K)

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NetApp Inc.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendment to the Outside Director Compensation Policy

Effective as of September 10, 2025, the Talent and Compensation Committee of the Board approved the following changes to the Company's Outside Director Compensation Policy (as so updated, the "Policy"):

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the Policy. A copy of the Policy is filed as Exhibit 10.3 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Item 9.01 Financial Statements and Exhibits.

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09/15/2025 | Press release | Distributed by Public on 09/15/2025 04:20

Amendment to Employee Stock Purchase Plan

The Board of Directors (the "Board") of NetApp, Inc. (the "Company") 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 4,000,000 shares of the Company's common stock, and to make a number of other administrative, clarifying and conforming changes. At the Company's annual meeting of stockholders held on September 10, 2025 (the "Annual Meeting"), the Company's stockholders approved the amendment. A description of the material terms and conditions of the Purchase Plan was previously reported in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on July 25, 2025 under the heading "Proposal 4 - Amendment to the Company's Employee Stock Purchase Plan" and is incorporated herein by reference. 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 10.1 and is incorporated herein by reference.

Amendment to the 2021 Equity Incentive Plan

The Board previously approved, subject to stockholder approval, an amendment to the Company's 2021 Equity Incentive Plan (the "2021 Plan") to increase the share reserve by an additional 5,000,000 shares of the Company's common stock, and to make a number of other administrative, clarifying and conforming changes. At the Company's Annual Meeting the Company's stockholders approved the amendment. A description of the material terms and conditions of the 2021 Plan was previously reported in the Company's definitive proxy statement filed with the U.S. Securities and Exchange Commission on July 25, 2025 under the heading "Proposal 5 - Amendment to the Company's 2021 Equity Incentive Plan" and is incorporated herein by reference. The foregoing is qualified in its entirety by reference to the full text of the 2021 Plan, a copy of which is attached as Exhibit 10.2 and is incorporated herein by reference.


	increased the initial restricted stock unit ("RSU") award to non-employee directors (if such election or appointment occurs before February of the applicable board year) from $275,000 to $285,000;


	increased the initial RSU award to non-employee directors (if such election or appointment occurs after February of the applicable board year) from $137,500 to $142,500;


	increased the annual RSU award to the non-employee Chairman of the Board from $350,000 to $360,000; and


	increased the annual RSU award to the other non-employee directors from $275,000 to $285,000.

At the Annual Meeting, the stockholders of the Company elected the following individuals to serve as members of the Board for a term expiring at the next annual meeting of stockholders and 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	155,523,711	9,896,785	188,392	17,954,379
Deepak Ahuja	163,699,165	1,761,253	148,470	17,954,379
Anders Gustafsson	163,867,435	1,593,664	147,789	17,954,379


Gerald Held	158,249,120	7,209,733	150,035	17,954,379
Deborah L. Kerr	165,272,766	190,694	145,428	17,954,379
George Kurian	165,229,653	236,445	142,790	17,954,379
Carrie Palin	164,405,480	951,785	251,623	17,954,379
Frank Pelzer	165,285,937	170,093	152,858	17,954,379
June Yang	165,164,854	298,879	145,155	17,954,379

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


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

The proposal was approved.


	2.	Proposal to ratify the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the fiscal year ending April 24, 2026.

The proposal was approved.


	3.	Proposal to approve an amendment to the Purchase Plan.

The proposal was approved.


	4.	Proposal to approve an amendment to the 2021 Plan.

The proposal was approved.


	5.	Stockholder proposal requesting the Board to consider a special shareholder meeting improvement.

The proposal was not approved.


*	Broker nonvotes do not affect the outcome of the vote.

Votes Against

Abstentions

Broker Nonvotes*

(d) Exhibits.


Exhibit No.	Description
10.1	NetApp, Inc. Employee Stock Purchase Plan, as amended effective September 11, 2025


10.2	NetApp, Inc. 2021 Equity Incentive Plan, as amended effective September 11, 2025


10.3	NetApp, Inc. Outside Director Compensation Policy, as amended effective September 10, 2025


104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

NetApp Inc. published this content on September 15, 2025, and is solely responsible for the information contained herein. Distributed via SEC EDGAR on September 15, 2025 at 10:20 UTC. If you believe the information included in the content is inaccurate or outdated and requires editing or removal, please contact us at [email protected]

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