Netapp, INC. DEF 14A Filing

Ticker: NTAP · Form: DEF 14A · Filed: Jul 26, 2024 · CIK: 1002047

Netapp, INC. DEF 14A Filing Summary
FieldDetail
CompanyNetapp, INC. (NTAP)
Form TypeDEF 14A
Filed DateJul 26, 2024
Pages15
Reading Time18 min
Key Dollar Amounts$6.27B, $1.36 billion, $3.25 billion, $1.21B, $4.63
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a DEF 14A filing submitted by Netapp, INC. (ticker: NTAP) to the SEC on Jul 26, 2024.

What are the key financial figures in this filing?

Key dollar amounts include: $6.27B (eam responsiveness. 1992 ~ 12,000 $6.27B year incorporated employees in FY); $1.36 billion (ecord operating cash flow, and returned $1.36 billion to stockholders in share buybacks and d); $3.25 billion (remains healthy, closing the year with $3.25 billion in cash and short-term investments. W); $1.21B (B Net Revenues (-1% year-over-year) $1.21B Operating Income (+19% year-over-year); $4.63 (rating Income (+19% year-over-year) $4.63 EPS (2) (-20% year-over-year) $1.69).

How long is this filing?

Netapp, INC.'s DEF 14A filing is 15 pages with approximately 4,436 words. Estimated reading time is 18 minutes.

Where can I view the full DEF 14A filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 4,436 words · 18 min read · ~15 pages · Grade level 14.1 · Accepted 2024-07-26 16:15:30

Key Financial Figures

Filing Documents

Executive Compensation Objectives

Executive Compensation Objectives The Board believes that executive compensation is a meaningful tool to align, reinforce and realize business priorities that support our stockholders' interests. We also believe it is an important element in the attraction, retention and recognition of our leadership and key talent – a strong competitive advantage for NetApp. In designing an effective compensation program structure, the Talent and Compensation Committee follows the following principles: Pay for performance – aligning pay with a balanced view of performance across leadership priorities to support stockholders' interest in sustainable results; Appropriate pay levels – ensuring targets are reasonable based on the position, performance and market context; and Strong governance – structuring our program with a balanced incentive design to promote the successful execution of our strategic objectives and dutifully manage risk. Our Fiscal 2024 Compensation Highlights and Target Pay Mix In line with our compensation objectives and as noted in our pay mix summaries below, the pay mix for our chief executive officer ("CEO") and other Named Executive Officers ("NEOs") for fiscal 2024 is largely performance based with a significant percentage provided in at-risk pay. As described further in our Compensation Discussion & Analysis ("CD&A"), our financial operating performance in fiscal 2024 exceeded plan, resulting in above-target bonuses. Our fiscal 2022 – 2024 performance-based restricted stock units ("PBRSUs") were also earned above target. These long-term performance-awards were based on three-year relative total stockholder return performance for the fiscal 2022 – 2024 performance period. With our demonstrated pay alignment, continued focus on evolving our compensation programs in support of business objectives, commitment to stockholder engagement and history of strong Say-on-Pay results, the Board recommends voting for this proposal. (1) Charts reflect targe

Executive Compensation

Executive Compensation 39 PROPOSAL 2 - Advisory Vote to Approve Named Executive Officer Compensation 39 Compensation Discussion and Analysis 40 Talent and Compensation Committee Report 60

Executive Compensation Tables and Related Information

Executive Compensation Tables and Related Information 61 Termination of Employment and Change of Control Agreements 66 Pay Ratio 71 Pay Versus Performance 72 Audit Committee Matters 75 PROPOSAL 3 - Ratification of Independent Registered Public Accounting Firm 75 Principal Accountant Fees and Services 75 Audit Committee Report 76 Equity Plan Matters PROPOSAL 4 – Amendment to the Company's 2021 Equity Incentive Plan 77 Additional Information 89

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 89 Delinquent Section 16(a) Reports 90 Certain Transactions with Related Parties 90 General Information 91 Other Business 94 Annex A 95 Non-GAAP Financial Measures 96 Appendix A 98 Amended 2021 Equity Incentive Plan 98 9 Index of Frequently Requested Information Auditor Fees 75 Beneficial Ownership Table 89 Board Diversity Matrix 23 Board Leadership 27 CEO Pay Ratio 71 Clawback Policies 59 Code of Conduct 33 Compensation Consultant Compensation Peer Group 56 56 Corporate Governance Guidelines 26 Director Attendance 24 Director Independence 24 Director Nominee Biographies 14 Director Nominee Skills Matrix 23 Financial Performance 40 Related Party Transactions 90 Stock Ownership Guidelines 59 Succession Planning 29 Summary Compensation Table 61 Cautionary Statement Regarding Forward-Looking Statements This Proxy Statement may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements are all statements (and their underlying assumptions) included in this Proxy Statement that refer, directly or indirectly, to future events or outcomes and, as such, are inherently not factual, but rather reflect only our current projections for the future. Consequently, forward-looking statements usually include words such as "estimate," "intend," "plan," "predict," "seek," "aim," "may," "will," "should," "would," "could," "anticipate," "expect," "believe," "try," "strive," or similar words, in each case, intended to refer to future events or circumstances. Statements that refer to or are based on projections, forecasts, uncertain events or assumptions also identify forward-looking statements, including, among other thing

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