Item 2.02 Results of Operations and Financial Condition.
On May 23, 2018, NetApp, Inc. (“NetApp” or the “Company”) issued a press release reporting financial results for the fourth quarter and year ended April 27, 2018. The press release is furnished herewith as Exhibit 99.1, and is incorporated herein by reference.
The information contained herein and in the accompanying exhibits shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing, unless expressly incorporated by specific reference in such filing. The information in this report, including the exhibits hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
Fiscal 2019 Compensation
On May 17, 2018, the Compensation Committee (the “Committee”) of the Board of Directors of NetApp, Inc. (the “Company”) approved the fiscal year 2019 (“FY 19”) terms of cash compensation for the named executive officers identified below in the amounts reflected below:
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Named Executive Officer | FY 19 Salary (1) | FY 19 Target Incentive Compensation Award (2) (3) |
George Kurian Chief Executive Officer and President | $925,000 (4) | 170% |
Ronald J. Pasek Executive Vice President and Chief Financial Officer | $600,000 | 110% |
Henri Richard Executive Vice President, Worldwide Field and Customer Operations | $600,000 | 110% |
Joel D. Reich Executive Vice President, Product Operations | $524,000 | 110% |
Matthew K. Fawcett Senior Vice President, General Counsel and Secretary | $538,000 | 80% |
| |
(1) | Effective April 28, 2018. |
(2) | Expressed as a target percentage of base salary. Incentive compensation for the Company’s named executive officers will be established pursuant and subject to the terms of the Company’s Executive Compensation Plan, as amended by the Company to reflect the elimination of the exception for qualified performance-based compensation under Section 162(m) of the Internal Revenue Code. |
(3) | All target incentive compensation awards are unchanged from fiscal year 2018. |
(4) | Mr. Kurian’s salary is unchanged from fiscal year 2018. |
Performance-Based Restricted Stock Units
On May 17, 2018, the Committee approved terms of performance-based restricted stock units that are expected to be granted and become effective in June 2018 under one of two forms of Restricted Stock Unit Agreement (Performance-Based) (each, a “PBRSU Agreement” and together, the “PBRSU Agreements”). The two forms of PBRSU Agreement are substantially similar except for the inclusion of the applicable performance metric in the applicable PBRSU Agreement. The PBRSU Agreements have terms that are substantially consistent with the terms contained in the form of Restricted Stock Unit Agreement (Performance-Based) included as an exhibit to the Company’s Form 8-K filed on June 26, 2015 (the “Original Agreement”), subject to the following changes:
