Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 12, 2018, NetScout Systems, Inc. (the “Company”) held its 2018 annual meeting of stockholders (the “2018 Annual Meeting”). At the 2018 Annual Meeting, the Company’s stockholders approved the amendment and restatement (the “Plan Amendment”) of the Company’s 2011 Employee Stock Purchase Plan (the “Purchase Plan”) to increase the number of shares of the Company’s common stock authorized for issuance thereunder by 3,000,000 shares. The Purchase Plan was originally adopted in 2011. The Plan Amendment previously had been approved, subject to stockholder approval, by the Company’s Board of Directors.
A summary of the Purchase Plan, as amended by the Plan Amendment, is set forth in the Company’s Definitive Proxy Statement on Schedule 14A for the 2018 Annual Meeting filed with the Securities and Exchange Commission on July 27, 2018 (the “Proxy Statement”) under the caption “Proposal 2: Approval of an Amendment and Restatement of the NetScout Systems, Inc. 2011 Employee Stock Purchase Plan”, which summary is incorporated herein by reference. That detailed summary and the foregoing description of the Purchase Plan, as amended, are qualified in their entirety by reference to the full text of the Purchase Plan, as amended, which is filed as Exhibit 10.1 to this Current Report on Form8-K, and is incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
As referenced above, on September 12, 2018, the Company held its 2018 Annual Meeting. As of July 20, 2018, the record date for the 2018 Annual Meeting, 80,535,259 shares of the Company’s common stock were issued and outstanding. A summary of the matters voted upon by stockholders is set forth below.
| | 1. | The Company’s stockholders elected each of Alfred Grasso and Vincent J. Mullarkey as Class I directors of the Company with each director to serve a three-year term until the Company’s 2021 annual meeting of stockholders. The voting results were as follows: |
| | | | | | | | | | | | |
| | | Votes For | | | Withheld | | | Broker Non-Votes | |
Alfred Grasso | | | 70,144,218 | | | | 214,150 | | | | 4,242,384 | |
Vincent J. Mullarkey | | | 69,440,410 | | | | 917,958 | | | | 4,242,384 | |
| | 2. | The Company’s stockholders approved the Plan Amendment. The voting results were as follows: |
| | | | | | |
Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
69,694,283 | | 637,022 | | 27,063 | | 4,242,384 |
| | 3. | The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2019. The voting results were as follows: |
| | | | | | |
Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
74,091,399 | | 484,995 | | 24,358 | | 0 |
| | 4. | The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The voting results were as follows: |
| | | | | | |
Votes For | | Votes Against | | Abstain | | Broker Non-Votes |
67,030,009 | | 3,249,941 | | 78,418 | | 4,242,384 |
| Item 9.01. | Financial Statements and Exhibits. |
