NetApp Board Shakeup: Director Departs, Two New Directors Elected

TL;DR

NetApp's board is changing: McNeilly out, Johnson & Stoufer in. Officer pay also updated.

AI Summary

On September 10, 2025, NetApp, Inc. filed an 8-K report detailing the departure of Director Michael J. McNeilly, effective September 6, 2025. The filing also announced the election of two new directors, Dr. Robert E. Johnson and Ms. Ann M. Stoufer, to the Board of Directors, effective September 10, 2025. Additionally, the company disclosed compensatory arrangements for certain officers.

Why It Matters

Changes in board composition can signal shifts in company strategy or governance, potentially impacting investor confidence and future decision-making.

Risk Assessment

Risk Level: low — This filing primarily concerns routine board and officer changes and compensatory arrangements, which are common corporate events.

Key Players & Entities

• NetApp, Inc. (company) — Registrant
• Michael J. McNeilly (person) — Departing Director
• Robert E. Johnson (person) — Newly Elected Director
• Ann M. Stoufer (person) — Newly Elected Director
• September 10, 2025 (date) — Date of Report
• September 6, 2025 (date) — Effective date of Director McNeilly's departure

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock, $0.001 Par Value NTAP The Nasdaq Stock Mar
• $275,000 — uary of the applicable board year) from $275,000 to $285,000; increased the initial RS
• $285,000 — applicable board year) from $275,000 to $285,000; increased the initial RSU award to n
• $137,500 — uary of the applicable board year) from $137,500 to $142,500; increased the annual RSU
• $142,500 — applicable board year) from $137,500 to $142,500; increased the annual RSU award to th
• $350,000 — non-employee Chairman of the Board from $350,000 to $360,000; and increased the annual
• $360,000 — Chairman of the Board from $350,000 to $360,000; and increased the annual RSU award t

Filing Documents

• ntap-20250910.htm (8-K) — 149KB
• ntap-ex10_1.htm (EX-10.1) — 92KB
• ntap-ex10_2.htm (EX-10.2) — 160KB
• ntap-ex10_3.htm (EX-10.3) — 58KB
• 0001193125-25-202408.txt ( ) — 579KB
• ntap-20250910.xsd (EX-101.SCH) — 23KB
• ntap-20250910_htm.xml (XML) — 4KB

07 Submission of Matters to a Vote of Security Holders

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 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. Votes For Votes Against Abstentions Broker Nonvotes* 154,322,410 10,011,682 1,274,796 17,954,379 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. Votes For Votes Against Abstentions Broker Nonvotes* 167,943,530 15,412,293 207,444 0 The proposal was approved. 3. Proposal to approve an amendment to the Purchase Plan. Votes For Votes Against Abstentions Broker Nonvotes* 165,318,850 146,317 143,721 17,954,379 The proposal was approved. 4. Proposal to approve an amendment to the 2021 Plan. Votes For Votes Against Ab

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (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, 202 5 10.3 NetApp, Inc. Outside Director Compensation Policy, as amended effective September 10, 202 5 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. NETAPP, INC. (Registrant) Date: September 12, 2025 By: /s/ Elizabeth O'Callahan Elizabeth O'Callahan Executive Vice President, Chief Administrative Officer and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR