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NetApp, Inc. Proxy Solicitation & Information Statement 2021

Jul 30, 2021

30233_rns_2021-07-30_ec94bb7e-ca63-4864-b35e-67c3af009046.zip

Proxy Solicitation & Information Statement

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DEFA14A 1 ntap3895321-defa14a.htm DEFINITIVE ADDITIONAL PROXY SOLICITING MATERIALS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

☑ Filed by the Registrant ☐ Filed by a Party other than the Registrant

CHECK THE APPROPRIATE BOX:
Preliminary Proxy Statement
Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material Under Rule
14a-12

NetApp

(Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

| PAYMENT OF FILING FEE (CHECK THE APPROPRIATE
BOX): | |
| --- | --- |
| ☑ | No fee
required. |
| ☐ | Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11. |
| | 1)
Title of each class of securities to which transaction
applies: |
| | 2)
Aggregate number of securities to which transaction applies: |
| | 3)
Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
| | 4)
Proposed maximum aggregate value of transaction: |
| | 5) Total fee paid: |
| ☐ | Fee paid previously with
preliminary materials: |
| ☐ | Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and the
date of its filing. |
| | 1)
Amount previously paid: |
| | 2)
Form, Schedule or Registration Statement No.: |
| | 3)
Filing Party: |
| | 4) Date
Filed: |

COMPUTERSHARE C/O NETAPP, INC. 2 NORTH LASALLE STREET, 3RD FLOOR CHICAGO, IL 60602
D57925-P58386

You invested in NETAPP, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on September 10, 2021.

Get informed before you vote View the Notice and Proxy Statement and Form 10-K online OR you can receive a free paper or email copy of the material(s) by requesting prior to August 27, 2021. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to [email protected]. If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy.

Control #
Smartphone users Point your camera here and vote without entering a control number
Virtually at: www.virtualshareholdermeeting.com/NTAP2021

*Please check the meeting materials for any special requirements for meeting attendance.

Vote at www.ProxyVote.com

THIS IS NOT A VOTABLE BALLOT

This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters.

Voting Items — 1. Election of Directors Board Recommends
Nominees:
1a. T. Michael Nevens For
1b. Deepak Ahuja For
1c. Gerald Held For
1d. Kathryn M. Hill For
1e. Deborah L. Kerr For
1f. George Kurian For
1g. Carrie Palin For
1h. Scott F. Schenkel For
1i. George T. Shaheen For
2. To hold an advisory vote to approve Named Executive Officer compensation. For
3. To ratify the appointment of Deloitte & Touche LLP as NetApp’s independent registered public accounting firm for the
fiscal year ending April 29, 2022. For
4. To approve the NetApp, Inc. 2021 Equity Incentive Plan. For
5. To approve an amendment to NetApp’s Employee Stock Purchase Plan to increase the share reserve by an additional
3,000,000 shares of common stock. For
6. To approve a management Proposal for Stockholder Action by Written Consent. For
7. To approve a stockholder Proposal for Stockholder Action by Written Consent. Against

Prefer to receive an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”.

D57926-P58386