NetApp: Material Modification To Rights Of Security Holders, Amendments To Articles Of Incorporation Or Bylaws; Change In Fiscal Year, Submission Of Matters To A Vote Of Security Holders, Financial Statements And Exhibits

Item 3.03 Material Modification to Rights of Security Holders.(a)To the extent applicable, the information set forth under Item 5.03 below is incorporated by reference as if fully set forth herein.Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.(a)Amendment and Restatement of Certificate of IncorporationAs reported below in Item 5.07 to this Current Report on Form 8-K, on September 9, 2026 at the 2026 annual meeting of stockholders (the “Annual Meeting”) of NetApp, Inc. (the “Company”), the holders of the Company’s common stock approved an amended and restated certificate of incorporation (the “Amended and Restated Charter”), which provides for officer exculpation to the fullest extent permitted by the Delaware General Corporation Law. On September 10, 2026, the Company filed the Amended and Restated Charter with the Secretary of the State of Delaware, and it became effective upon filing.The foregoing is qualified in its entirety by reference to the full text of the Amended and Restated Charter, a copy of which is attached as Exhibit 3.1 and is incorporated herein by reference. Amendment and Restatement of BylawsOn and effective as of September 9, 2026, in connection with its periodic review of the Company’s governance documents, the Company’s Board of Directors (the “Board”) adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which among other things: •clarify that the presiding officer’s authority at stockholder meetings is expressly subject to the supervision of the Board;•narrow the definition of “Stockholder Associated Person”;•clarify the transfer procedures for both certificated and uncertificated shares;•clarify that committee charters and resolutions may supersede bylaws provisions where inconsistent;•provide that the Company shall not be liable to indemnify any person for amounts paid in settlement of any proceeding without the Company’s written consent; •provide for the Company’s subrogation rights for indemnification payments;•update the provisions regarding action by written consent of the Board;•clarify that insurance maintained by the Company for purposes of indemnification may include insurance provided directly or indirectly through a captive insurance company; and•make other non-substantive and conforming revisions and clarifications.The foregoing is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.2 and is incorporated herein by reference.Item 5.07 Submission of Matters to a Vote of Security Holders.At the Annual Meeting, the stockholders of the Company elected the following individuals to serve as members of the Board for a term expiring at the next annual meeting of stockholders and until their respective successors are duly elected and qualified. Nominee Votes For Votes Against Abstentions Broker Nonvotes T. Michael Nevens 141,818,948 19,131,679 361,378 16,543,351 Deepak Ahuja 158,541,925 2,449,770 320,310 16,543,351 Paul Fipps 159,791,789 1,195,737 324,479 16,543,351 Anders Gustafsson 157,908,552 3,073,193 330,260 16,543,351 Gerald Held 153,247,821 7,739,207 324,977 16,543,351 Deborah L. Kerr 160,483,922 509,009 319,074 16,543,351 George Kurian 159,637,957 1,338,836 335,212 16,543,351 Carrie Palin 157,674,558 3,317,699 319,748 16,543,351 Frank Pelzer 160,484,532 501,296 326,177 16,543,351 June Yang 160,495,207 493,036 323,762 16,543,351 In addition, the following proposals were voted on and approved at the Annual Meeting: 1. Proposal to approve,on a nonbinding advisory basis, the compensation paid to our named executive officers. Read More

NetApp: Material Modification To Rights Of Security Holders, Amendments To Articles Of Incorporation Or Bylaws; Change In Fiscal Year, Submission Of Matters To A Vote Of Security Holders, Financial Statements And Exhibits

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