NETSCOUT SYSTEMS INC. Files Proxy Statement Supplement

TL;DR

NETSCOUT filed a proxy supplement for their Sept 12th shareholder meeting. More info coming.

AI Summary

NETSCOUT SYSTEMS, INC. filed a Definitive Additional Materials filing (DEFA14A) on August 15, 2024, as a supplement to its proxy statement for the 2024 Annual Meeting of Stockholders. The meeting is scheduled for September 12, 2024. This filing supplements information previously provided to stockholders.

Why It Matters

This filing provides updated information to shareholders regarding the upcoming 2024 Annual Meeting of Stockholders, ensuring they have the most current details for voting.

Risk Assessment

Risk Level: low — This is a routine filing providing supplemental information for an upcoming shareholder meeting, not indicating any immediate financial or operational risks.

Key Players & Entities

• NETSCOUT SYSTEMS, INC. (company) — Registrant
• 0001193125-24-201171 (filing_id) — Accession Number
• 20240815 (date) — Filing Date
• September 12, 2024 (date) — Annual Meeting Date

FAQ

Key Financial Figures

• $19.58 — t date fair value of all PSU awards was $19.58 per share, determined under FASB ASC To
• $29.31 — nd (v) a starting common stock price of $29.31. In all cases, the amounts reflected ab

Filing Documents

• d884623ddefa14a.htm (DEFA14A) — 12KB
• g884623g0815212805560.jpg (GRAPHIC) — 4KB
• 0001193125-24-201171.txt ( ) — 18KB

From the Filing

DEFA14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material Pursuant to 240.14a-12 NETSCOUT SYSTEMS, INC. (Name of Registrant as Specified in Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 NetScout Systems, Inc. supplement to the definitive proxy statement for the 2024 Annual Meeting of Stockholders to be held on September 12, 2024 Explanatory Note This proxy statement supplement (the Supplement) supplements certain information contained in the definitive proxy statement on Schedule 14A (the Proxy Statement) filed with the Securities and Exchange Commission by NetScout Systems, Inc. (the Company) on July 25, 2024. Any terms not defined in this Supplement have the terms defined in the Proxy Statement. The Company is filing the Supplement solely to supplement footnote 2 to the Summary Compensation Table for Fiscal Year 2024 (the Summary Compensation Table) on page 53 of the Proxy Statement. Footnote 2 to the Summary Compensation Table discloses that the Company uses a Monte Carlo simulation model to calculate the grant date fair value of the PSUs awarded to the NEOs in the 2024 fiscal year. The Company is choosing to provide additional information about the methodology and assumptions used in the calculation of the grant date fair value of the PSUs. This information below supplements the information originally included footnote 2 to the Summary Compensation Table in its entirety. (2) This column was prepared assuming none of the PSUs and RSUs will be forfeited. The amounts reflected in this column do not reflect actual value realized by the NEO but represent the aggregate grant date fair value of the PSU and RSU awards. The grant date fair value of all RSU awards granted was computed in accordance with FASB ASC Topic 718 and was calculated by multiplying the closing price of our common stock on the Nasdaq Global Select Market on the date of grant by the number of RSUs granted. The grant date fair value of all PSU awards was $19.58 per share, determined under FASB ASC Topic 718 using a Monte Carlo simulation model in a risk-neutral framework which simulates a range of possible future stock prices and estimates the probabilities of the potential payouts. The Monte Carlo inputs for the grant date fair value of the PSUs include: (i) an expected life of 3.0 years, based on the period between the grant date and the end of the performance period; (ii) a risk-free rate of 4.14%, based on applicable U.S. treasury yields; (iii) a volatility of 30.6% based on the historical volatility of our common stock; (iv) a dividend rate of 0.0% based on our dividend payment history and (v) a starting common stock price of $29.31. In all cases, the amounts reflected above for PSU awards represent the maximum fair value of the performance-based portion of such awards as of the date of grant, assuming payout were to occur based on the achievement of maximum performance. Except as specifically discussed in this Explanatory Note, this Supplement does not otherwise modify or update any other disclosures presented in the Proxy For information on how to vote, change or revoke your vote or proxy, see Questions and Answers About These Proxy Materials and Voting in the Proxy Statement.

View Full Filing

View this DEFA14A filing on SEC EDGAR