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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): May 7, 2010
NETAPP, INC.
(Exact name of Registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) |
0-27130 (Commission File Number) |
77-0307520 (IRS Employer Identification Number) |
495 East Java Drive
Sunnyvale, CA 94089
(Address of principal executive offices) (Zip Code)
Sunnyvale, CA 94089
(Address of principal executive offices) (Zip Code)
(408) 822-6000
(Registrant’s telephone number, including area code)
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report )
(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 (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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| Item 5.02(e) Compensatory Arrangements of Certain Officers. | ||||||||
| SIGNATURES | ||||||||
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Item 5.02(e) Compensatory Arrangements of Certain Officers.
On May 7, 2010, the Compensation Committee (the “Committee”) of the Board of Directors of
NetApp, Inc. (the “Company”) approved compensation packages for fiscal year 2011 for the Company’s
senior executives, including its named executive officers. For fiscal year 2011, the annual base
salaries and target incentive compensation awards for the following named executive officers
(including the Company’s principal executive officer and our principal financial officer) will be:
| FY 2011 | FY 2010 | |||||||||||||||
| Target Incentive | Target Incentive | |||||||||||||||
| Base Salary | Compensation | Base Salary | Compensation | |||||||||||||
Thomas Georgens President and Chief Executive Officer |
$ | 875,000 | 130 | % | $ | 825,000 | 130 | % | ||||||||
Daniel J. Warmenhoven Executive Chairman |
$ | 450,000 | 110 | % | $ | 450,000 | 110 | % | ||||||||
Thomas F. Mendoza Vice Chairman |
$ | 600,000 | 120 | % | $ | 600,000 | 120 | % | ||||||||
Robert E. Salmon Executive Vice President, Field Operations |
$ | 560,000 | 110 | % | $ | 530,000 | 110 | % | ||||||||
Steven J. Gomo Executive Vice President and Chief Financial Officer |
$ | 530,000 | 110 | % | $ | 500,000 | 110 | % | ||||||||
As part of the review of annual base salaries and target incentive compensation awards
for the named executive officers, the Committee approved modest salary increases for Messrs.
Georgens, Salmon and Gomo, while annual base salaries for Messrs. Warmenhoven and Mendoza remained
unchanged from fiscal year 2010. The target incentive compensation awards for the Company’s named
executive officers also remained unchanged. The fiscal year 2011 annual base salaries will become
effective August 2, 2010, and target incentive compensation awards are effective for the fiscal
year beginning May 1, 2010.
Incentive compensation for the Company’s named executive officers has been established
pursuant and subject to the terms of the Company’s Executive Compensation Plan (the “Plan”), a copy
of which was filed as an exhibit to the Company’s Proxy Statement dated August 20, 2009. Under the
Plan, the funding of the bonus pool from which bonuses will be paid for fiscal 2011 will be based
on the Company’s actual achievement against annual revenue and operating profit targets (with
revenue weighted 1/3rd and operating profit weighted 2/3rd).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| NETAPP, INC. |
||||
| May 13, 2010 | By: | /s/ Andrew Kryder | ||
| Andrew Kryder | ||||
| Senior Vice President, General Counsel and Secretary | ||||