UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 15, 2023 |
NetApp, Inc.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 0-27130 | 77-0307520 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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3060 Olsen Drive |
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San Jose, California |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: (408) 822-6000 |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Common Stock, $0.001 Par Value |
| NTAP |
| The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
Appointment of New Director
On November 15, 2023, the Board of Directors (the “Board”) of NetApp, Inc. (“NetApp” or the “Company”) approved an increase in the number of authorized directors on the Board from nine (9) to ten (10) and appointed Anders Gustafsson as a member of the Board to fill the vacancy created thereby.
There are no arrangements or understandings between Mr. Gustafsson, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Mr. Gustafsson was selected as a director. There are no related party transactions between the Company and Mr. Gustafsson (or any immediate family member thereof) requiring disclosure under Item 404(a) of Regulation S-K. Mr. Gustafsson does not have any family relationships with any of the Company’s directors or executive officers.
Mr. Gustafsson will serve as a member of the Talent and Compensation Committee.
As a non-employee director, Mr. Gustafsson will participate in the non-employee director compensation arrangements described in the Company’s definitive proxy statement that was filed with the Securities and Exchange Commission (the “SEC”) on July 27, 2023. In addition, it is expected that he will enter into the Company’s standard form of director indemnification agreement previously approved by the Board. The form of indemnification agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on May 31, 2023.
A copy of the Company’s press release announcing the appointment of Mr. Gustafsson to the Board is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a)
Amendment and Restatement of Bylaws
On and effective as of November 15, 2023, the Board approved and adopted amended and restated bylaws (the “Amended and Restated Bylaws”). Among other updates, the Amended and Restated Bylaws:
The foregoing is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.1 and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. | Description |
3.1 |
99.1 | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
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| NETAPP, INC. |
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Date: | November 16, 2023 | By: | /s/ Elizabeth O'Callahan |
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| Elizabeth O'Callahan |