NetScout Systems 2024 Annual Meeting: Director Elections & Executive Pay Vote

Ticker: NTCT · Form: DEF 14A · Filed: Jul 25, 2024 · CIK: 1078075

Netscout Systems Inc DEF 14A Filing Summary
FieldDetail
CompanyNetscout Systems Inc (NTCT)
Form TypeDEF 14A
Filed DateJul 25, 2024
Risk Levellow
Pages14
Reading Time17 min
Sentimentneutral

Sentiment: neutral

Topics: annual-meeting, proxy-statement, corporate-governance, executive-compensation

Related Tickers: NTWK

TL;DR

NetScout's 2024 shareholder meeting is Sep 12. Vote on directors, exec pay, and auditor.

AI Summary

NetScout Systems, Inc. is holding its 2024 Annual Meeting of Stockholders on September 12, 2024, at 10:00 a.m. Eastern Time in Westford, MA. Key agenda items include electing three Class I Directors, approving the amended 2019 Equity Incentive Plan, an advisory vote on executive compensation, and ratifying PricewaterhouseCoopers LLP as the independent auditor for the fiscal year ending March 31, 2025.

Why It Matters

This filing outlines the key decisions shareholders will make regarding company leadership, incentive plans, and financial oversight, directly impacting corporate governance and future strategy.

Risk Assessment

Risk Level: low — This is a standard annual proxy statement outlining routine corporate governance matters.

Key Players & Entities

  • NETSCOUT SYSTEMS, INC. (company) — Registrant
  • September 12, 2024 (date) — Annual Meeting Date
  • 10:00 a.m. Eastern Time (time) — Annual Meeting Time
  • 310 Littleton Road Westford, MA 01886 (location) — Annual Meeting Location
  • PricewaterhouseCoopers LLP (company) — Independent Registered Public Accounting Firm
  • March 31, 2025 (date) — Fiscal Year End for Auditor

FAQ

What is the date and time of NetScout Systems' 2024 Annual Meeting?

The 2024 Annual Meeting of Stockholders is scheduled for Thursday, September 12, 2024, at 10:00 a.m. Eastern Time.

Where will the 2024 Annual Meeting be held?

The meeting will be held at NetScout's headquarters located at 310 Littleton Road, Westford, Massachusetts 01886.

How many Class I Directors are being elected at the meeting?

Three Class I Directors are nominated for election, each to serve a three-year term.

What is the purpose of the advisory vote on executive compensation?

The advisory vote allows stockholders to express their opinion on the compensation of the company's named executive officers.

Who has been appointed as NetScout's independent registered public accounting firm for the upcoming fiscal year?

PricewaterhouseCoopers LLP has been appointed as the independent registered public accounting firm for the fiscal year ending March 31, 2025.

Filing Stats: 4,338 words · 17 min read · ~14 pages · Grade level 16.2 · Accepted 2024-07-25 16:31:08

Filing Documents

Executive Compensation Objectives

Executive Compensation Objectives 37 Elements of Our Fiscal Year 2024 Executive Compensation Program 38 Base Salaries and Target Bonus Amounts 40 Annual Incentive Bonus Awards 41 Annual Incentive Bonus Payout Amounts 42 Long-Term Equity Awards 43 Post-Termination Compensation 45 Other Benefits 46

Executive Compensation Review and Process

Executive Compensation Review and Process 47 Fiscal Year 2024 Peer Group 49 Regulatory Requirements and Risk Management 50 Policies for Compensation Risk Mitigation 51 Report of Compensation Committee of the Board of Directors 52 Compensation Committee Interlocks and Insider Participation 52 Compensation and Other Information Concerning Executive Officers 53 Proposal 2 Approval of the NetScout Systems, Inc. 2019 Equity Incentive Plan, as Amended 67 Proposal 3 Advisory Vote on

Executive Compensation

Executive Compensation 78 Audit Committee Matters 79 Proposal 4 Ratification of Appointment of Independent Registered Public Accounting Firm 80 Transactions with Related Persons 81 Delinquent Section 16(a) Reports 82

Security Ownership of Certain Beneficial Owners and Management

Security Ownership of Certain Beneficial Owners and Management 83 General Information 86 Question and Answers About These Proxy Materials and Voting 86 Householding of Proxy Materials 90

Forward-Looking Statements

Forward-Looking Statements 90 Information 90 Other Matters 90 Appendix A – GAAP vs. Non-GAAP Measures A-1 Appendix B – NetScout Systems, Inc. 2019 Equity Incentive Plan, as amended B-1 Table of Contents NOTICE OF THE 2024 ANNUAL MEETING OF STOCKHOLDERS The 2024 Annual Meeting of Stockholders ("Annual Meeting") of NetScout Systems, Inc. ("NetScout", the "Company", "us" or "we") will be held on Thursday, September 12, 2024, at 10:00 a.m. local time at our headquarters at 310 Littleton Road, Westford, Massachusetts 01886. Date and Time Thursday, September 12, 2024, 10:00 a.m. Eastern Time Location 310 Littleton Road Westford, MA 01886 Record Date July 15, 2024 The items of business at the Annual Meeting are the following: PROPOSAL BOARD VOTING RECOMMENDATION PAGE REFERENCE (FOR MORE DETAIL) 1. To elect three Class I Directors nominated by our Board of Directors, each to serve for a three-year term and until their successors are duly elected and qualified FOR each nominated Director 21 2. To approve the NetScout Systems, Inc. 2019 Equity Incentive Plan, as amended FOR 67 3. To approve, on an advisory basis, the compensation of our named executive officers FOR 78 4. To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2025 FOR 80 Stockholders will also consider any other business properly brought before the meeting or any adjournment. VOTING Stockholders of record can vote their shares by using the internet or the telephone. Instructions for using these services are set forth on the proxy card or the Notice of Internet Availability of Proxy Materials (the "Notice"). If you received your materials by mail, you also may vote your shares by marking your votes on the enclosed proxy card, signing and dating it, and mailing it in the enclosed envelope. If your shares are held in a bank or brokerage account, you may be

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