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EX-3.2 - EX-3.2 - NetApp, Inc.f56805exv3w2.htm
 
 
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): August 31, 2010
 
NETAPP, INC.
(Exact name of registrant as specified in its charter)
 
         
Delaware   0-27130   77-0307520
(State or other jurisdiction
of incorporation)
  (Commission File Number)   (IRS Employer
Identification No.)
495 East Java Drive
Sunnyvale, CA 94089
(Address of principal executive offices, including zip code)
(408) 822-6000
(Registrant’s telephone number, including area code)
Not Applicable
(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:
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))
 
 


 

Item 5.02   Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
          Amendments to 1999 Stock Option Plan
     The Board of Directors of NetApp, Inc. (the “Company”) previously adopted, subject to stockholder approval, an amendment to the Company’s 1999 Stock Option Plan (the “1999 Plan”) to increase the number of shares of common stock reserved for issuance thereunder by 7,000,000 shares.
     The Company’s stockholders approved the amendment described above at the Annual Meeting of Stockholders of the Company held on August 31, 2010 (the “Annual Meeting”).
     The foregoing is qualified in its entirety by reference to the 1999 Plan, a copy of which was previously filed as Appendix A to the Company’s 2010 proxy statement (the “Proxy Statement”), which was filed with the Securities and Exchange Commission (“SEC”) on July 13, 2010 and is incorporated herein by reference.
          Amendment to Employee Stock Purchase Plan
     The Company’s Board of Directors previously adopted, subject to stockholder approval, an amendment to the Company’s Employee Stock Purchase Plan (the “Purchase Plan”) to increase the number of shares of common stock reserved for issuance thereunder by 5,000,000 shares, to clarify the discretion of the Purchase Plan administrator to determine eligibility requirements, and to remove its fixed-term expiration date.
     The Company’s stockholders approved the amendment described above at the Annual Meeting.
     The foregoing is qualified in its entirety by reference to the Purchase Plan, a copy of which was previously filed as Appendix B to the Proxy Statement and is incorporated herein by reference.
          Retirement of Named Executive Officer
On September 2, 2010, Andrew Kryder, the Company’s Senior Vice President, General Counsel and Secretary retired from the Company.
Item 5.03   Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
     On July 13, 2010, the Board of Directors approved an amendment to the Company’s bylaws to decrease the number of authorized directors on the Board of Directors from eleven (11) to nine (9) effective as of immediately prior to the Annual Meeting. A copy of the Certificate of Amendment to the Bylaws of NetApp, Inc. is attached hereto as Exhibit 3.2.
Item 5.07   Submission of Matters to a Vote of Security Holders
     On August 31, 2010, the Company held its Annual Meeting. At the Annual Meeting, the stockholders of the Company elected the following individuals to the Board of Directors. Each director will serve until the 2011 annual meeting of stockholders or until his respective successor is duly elected and qualified, or until his earlier death, resignation or removal.
                         
Nominee   Votes For   Votes Withheld   Broker Nonvotes*
Daniel J. Warmenhoven
    280,913,001       7,272,821       29,448,233  
Nicholas G. Moore
    284,216,078       3,969,744       29,448,233  

 


 

                         
Nominee   Votes For   Votes Withheld   Broker Nonvotes*
Thomas Georgens
    286,918,042       1,267,780       29,448,233  
Jeffry R. Allen
    275,174,890       13,010,932       29,448,233  
Alan L. Earhart
    284,338,656       3,847,166       29,448,233  
Gerald Held
    284,570,689       3,615,133       29,448,233  
T. Michael Nevens
    286,929,057       1,256,765       29,448,233  
George T. Shaheen
    282,707,092       5,478,730       29,448,233  
Robert T. Wall
    267,689,769       20,496,053       29,448,233  
 
  Broker nonvotes do not affect the outcome of the election.
     In addition, the following proposals were voted on and approved at the Annual Meeting:
                                 
Proposals   Votes For   Votes Against   Abstentions   Broker Nonvotes
Proposal to approve an amendment to the Company’s 1999 Plan to increase the number of shares of common stock reserved for issuance thereunder by 7,000,000 shares.
    231,537,757       55,967,521       680,544       29,448,233  
Proposal to approve an amendment to the Purchase Plan to increase the number of shares of common stock reserved for issuance thereunder by 5,000,000 shares.
    283,877,408       4,130,843       177,571       29,448,233  
Proposal to ratify the appointment of Deloitte & Touche LLP as independent auditors of the Company for the fiscal year ending April 29, 2011.
    310,545,535       6,846,138       242,382       29,448,233  
Item 8.01   Other Events.
     On September 2, 2010, Matthew K. Fawcett was appointed as the Company’s new Senior Vice President, General Counsel and Corporate Secretary.
Item 9.01   Financial Statements and Exhibits.
(d) Exhibits.

 


 

     
Exhibit No.   Description
 
   
3.2
  Certificate of Amendment to the Bylaws of NetApp, Inc., effective as of August 31, 2010.

 


 

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.
         
  NETAPP, INC.
 
 
Date: September 7, 2010  By:   /s/ Matthew K. Fawcett    
    Matthew K. Fawcett   
    Senior Vice President, General Counsel
and Corporate Secretary 
 

 


 

         
Index to Exhibits
     
Exhibit   Description
 
   
3.2
  Certificate of Amendment to the Bylaws of NetApp, Inc., effective as of August 31, 2010.