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| (a) | Documents filed as part of this report |
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| (1) | All Financial Statements |
See index to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K
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| (2) | Financial Statement Schedules |
All financial statement schedules have been omitted, since the required information is not applicable or is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and notes thereto included in this Form 10-K.
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| (3) | Exhibits required by Item 601 of Regulation S-K |
The information required by this Section (a)(3) of Item 15 is as follows:
EXHIBIT INDEX
| | | | Incorporation by Reference | | | | | | |
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| Exhibit No | | Description | | Form | | File No. | | Exhibit | | Filing Date |
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| 3.1 | | Certificate of Incorporation of the Company, as amended. | | 10-Q | | 000-27130 | | 3.1 | | November 26, 2013 |
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| 3.2 | | Bylaws of the Company. | | 8-K | | 000-27130 | | 3.1 | | April 30, 2018 |
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| 4.1 | | Indenture dated December 12, 2012, by and between the Company and U.S. Bank National Association. | | 8-K | | 000-27130 | | 4.1 | | December 12, 2012 |
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| 4.2 | | First Supplemental Indenture dated December 12, 2012, by and between the Company and U.S. Bank National Association. | | 8-K | | 000-27130 | | 4.2 | | December 12, 2012 |
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| 4.3 | | Second Supplemental Indenture dated June 5, 2014 by and between the Company and U.S. Bank National Association. | | 8-K | | 000-27130 | | 4.1 | | June 5, 2014 |
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| 4.4 | | Third Supplemental Indenture dated September 29, 2017 by and between the Company and U.S. Bank National Association. | | 8-K | | 000-27130 | | 4.2 | | September 29, 2017 |
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| 4.5 | | Fourth Supplemental Indenture, dated June 22, 2020, by and between NetApp, Inc. and U.S. Bank National Association. | | 8-K | | 000-27130 | | 4.2 | | June 22, 2020 |
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| 4.6 | | Description of Capital Stock of the Company | | — | | — | | — | | — |
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| 10.1* | | Form of Indemnification Agreement by and between the Company and each of its directors and executive officers. | | 10-Q | | 000-27130 | | 10.1 | | August 28, 2014 |
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| 10.2* | | Form of Change of Control Severance Agreement. | | 8-K | | 000-27130 | | 10.1 | | May 22, 2019 |
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| 10.3* | | The Company’s Amended and Restated Executive Compensation Plan, as amended effective June 20, 2018. | | 10-Q | | 000-27130 | | 10.1 | | August 21, 2018 |
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| 10.4* | | The Company’s Deferred Compensation Plan. | | 8-K | | 000-27130 | | 2.1 | | July 7, 2005 |
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| 10.5* | | The Company’s Amended and Restated Employee Stock Purchase Plan, as amended effective July 19, 2018. | | DEF 14A | | 000-27130 | | Appendix B | | August 1, 2018 |
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| 10.6* | | The Company’s Amended and Restated 1995 Stock Incentive Plan. (P) | | DEF 14A | | 000-27130 | | | | August 21, 1998 |
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| 10.7* | | Form of Stock Option Agreement approved for use under the Company’s amended and restated 1995 Stock Option Plan. | | 10-K | | 000-27130 | | 10.21 | | July 8, 2005 |
| | | | Incorporation by Reference | | | | | | |
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| Exhibit No | | Description | | Form | | File No. | | Exhibit | | Filing Date |
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| 10.8* | | Form of Stock Issuance Agreement approved for use under the Company’s amended and restated 1995 Stock Option Plan (Restricted Stock). | | 10-K | | 000-27130 | | 10.23 | | July 8, 2005 |
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| 10.9* | | Form of Stock Option Agreement approved for use under the Company’s amended and restated 1995 Stock Option Plan (Chairman of the Board or any Board Committee Chairperson). | | 10-K | | 000-27130 | | 10.22 | | July 8, 2005 |
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| 10.10* | | The Company’s Amended and Restated 1999 Stock Option Plan, as amended effective July 19, 2018. | | DEF 14A | | 000-27130 | | Appendix A | | August 1, 2018 |
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| 10.11* | | Form of Stock Option Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan. | | 10-Q | | 000-27130 | | 10.3 | | November 26, 2013 |
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| 10.12* | | Form of Restricted Stock Unit Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (Employees). | | 10-Q | | 000-27130 | | 10.4 | | November 26, 2013 |
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| 10.13* | | Form of Restricted Stock Unit Agreement (Employees) approved for use under the Company’s 1999 Stock option Plan, effective June 2019. | | 10-K | | 000-27130 | | 10.14 | | June 15, 2020 |
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| 10.14* | | Form of Stock Option Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (Non-Employee Director Automatic Stock Option — Initial). | | 10-K | | 000-27130 | | 10.29 | | July 8, 2005 |
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| 10.15* | | Form of Stock Option Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (Non-Employee Director Automatic Stock Option — Annual). | | 10-K | | 000-27130 | | 10.28 | | July 8, 2005 |
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| 10.16* | | Form of Restricted Stock Unit Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (Non-Employees Directors). | | 10-K | | 000-27130 | | 10.17 | | June 18, 2010 |
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| 10.17* | | Form of Restricted Stock Unit Agreement (Non-Employee Directors) approved for use under the Company’s 1999 Stock Option Plan. | | 10-Q | | 000-27130 | | 10.2 | | February 11, 2019 |
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| 10.18* | | Form of Restricted Stock Unit Agreement (Non-Employee Directors) approved for use under the Company’s 1999 Stock Option Plan, effective June 2019. | | 10-K | | 000-27130 | | 10.19 | | June 15, 2020 |
| | | | Incorporation by Reference | | | | | | |
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| Exhibit No | | Description | | Form | | File No. | | Exhibit | | Filing Date |
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| 10.19* | | Form of Restricted Stock Unit Agreement (Performance Based) under the NetApp, Inc. 1999 Stock Option Plan. | | 8-K | | 000-27130 | | 10.1 | | June 26, 2015 |
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| 10.20* | | Form of Restricted Stock Unit Agreement (Performance-Based) Total Stockholder Return approved for use under the Company’s 1999 Stock Option Plan. | | 10-Q | | 000-27130 | | 10.2 | | August 21, 2018 |
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| 10.21* | | Form of Restricted Stock Unit Agreement (Performance-Based) – Adjusted Operating Income approved for use under the Company’s 1999 Stock Option Plan. | | 10-Q | | 000-27130 | | 10.3 | | August 21, 2018 |
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| 10.22* | | Form of Restricted Stock Unit Agreement (Performance-Based) Total Stockholder Return approved for use under the Company’s 1999 Stock Option Plan, effective June 2019. | | 10-K | | 000-27130 | | 10.23 | | June 15, 2020 |
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| 10.23* | | Form of Restricted Stock Unit Agreement (Performance-Based) – Adjusted Operating Income approved for use under the Company’s 1999 Stock Option Plan, effective June 2019. | | 10-K | | 000-27130 | | 10.24 | | June 15, 2020 |
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| 10.24* | | Form of Stock Option Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (China). | | 10-K | | 000-27130 | | 10.27 | | July 8, 2005 |
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| 10.25* | | Form of Stock Option Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (France). | | 10-K | | 000-27130 | | 10.30 | | July 8, 2005 |
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| 10.26* | | Form of Stock Option Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (India). | | 10-K | | 000-27130 | | 10.31 | | July 8, 2005 |
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| 10.27* | | Form of Stock Option Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (United Kingdom). | | 10-K | | 000-27130 | | 10.32 | | July 8, 2005 |
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| 10.28* | | Form of Stock Option Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (Israel). | | 10-K | | 000-27130 | | 10.81 | | June 24, 2008 |
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| 10.29* | | Bycast Inc. 2010 Equity Incentive Plan. | | S-8 | | 333-167619 | | 99.1 | | June 18, 2010 |
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| 10.30* | | Incentive Stock Option Plan of Bycast Inc. | | S-8 | | 333-167619 | | 99.2 | | June 18, 2010 |
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| 10.31* | | SolidFire, Inc. 2010 Stock Incentive Plan. | | S-8 | | 333-209570 | | 99.1 | | February 17, 2016 |
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| 10.32* | | SolidFire, Inc. 2016 Equity Incentive Plan. | | S-8 | | 333-209570 | | 99.2 | | February 17, 2016 |
| | | | Incorporation by Reference | | | | | | |
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| Exhibit No | | Description | | Form | | File No. | | Exhibit | | Filing Date |
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| 10.33* | | Outside Director Compensation Policy (effective September 1, 2018) of the Company. | | 10-Q | | 000-27130 | | 10.1 | | February 11, 2019 |
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| 10.34 | | NetApp, Inc. Executive Retiree Health Plan, as amended and restated. | | 8-K | | 000-27130 | | 10.1 | | November 21, 2016 |
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| 10.35 | | Amended and Restated Credit Agreement, dated as of January 22, 2021, by and among NetApp, Inc., the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent. | | 8-K | | 000-27130 | | 10.1 | | January 22, 2021 |
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| 10.36 | | Form of Dealer Agreement between the Company, as issuer, and each Dealer. | | 8-K | | 000-27130 | | 10.2 | | December 12, 2016 |
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| 10.37 | | Collared Accelerated Share Repurchase Transaction dated as of June 5, 2013, by and between the Company and Goldman, Sachs & Co. | | 10-Q | | 000-27130 | | 10.1 | | August 29, 2013 |
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| 10.38 | | Agreement of Purchase and Sale and Joint Escrow Instructions dated as of March 9, 2016 by and between the Company and Google Inc. | | 10-K | | 000-27130 | | 10.41 | | June 22, 2016 |
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| 10.39 | | First Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of March 11, 2016, by and between the Company and Google Inc. | | 10-K | | 000-27130 | | 10.42 | | June 22, 2016 |
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| 10.40 | | Second Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of April 8, 2016, by and between the Company and Google Inc. | | 10-K | | 000-27130 | | 10.43 | | June 22, 2016 |
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| 10.41 | | Agreement of Purchase and Sale and Joint Escrow Instructions dated as of September 11, 2017 by and between the Company and Google Inc. | | 10-Q | | 000-27130 | | 10.2 | | November 29, 2017 |
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| 10.42 | | First Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of October 2, 2017, by and between the Company and Google LLC. | | 10-Q | | 000-27130 | | 10.3 | | November 29, 2017 |
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| 10.43 | | Second Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of October 25, 2017, by and between the Company and Google LLC. | | 10-Q | | 000-27130 | | 10.4 | | November 29, 2017 |
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| Exhibit No | | Description | | Form | | File No. | | Exhibit | | Filing Date |
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| 10.44 | | Third Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of October 31, 2017, by and between the Company and Google LLC. | | 10-Q | | 000-27130 | | 10.1 | | February 22, 2018 |
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| 10.45 | | Fourth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of November 2, 2017, by and between the Company and Google LLC. | | 10-Q | | 000-27130 | | 10.2 | | February 22, 2018 |
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| 10.46 | | Fifth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of November 8, 2017, by and between the Company and Google LLC. | | 10-Q | | 000-27130 | | 10.3 | | February 22, 2018 |
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| 10.47 | | Sixth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of November 10, 2017, by and between the Company and Google LLC. | | 10-Q | | 000-27130 | | 10.4 | | February 22, 2018 |
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| 10.48 | | Seventh Amendment to the Agreement of Purchase and Sale and Joint Escrow Instructions dated as of March 15, 2019 by and between the Company and Google LLC. | | 10-K | | 000-27130 | | 10.54 | | June 18, 2019 |
| 10.49 | | Separation Agreement dated May 28, 2020 by and between the Company and Henri Richard. | | 10-K | | 000-27130 | | 10.57 | | June 15, 2020 |
| 10.50 | | Offer Letter for employment at the Company to César Cernuda, date March 23, 2020. | | 10-K | | 000-27130 | | 10.58 | | June 15, 2020 |
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| 10.51 | | Senior Executive Employment Contract by and between NetApp Sales Spain S.L., a subsidiary of the Company, and Cesar Cernuda, effective January 1, 2021 | | 10-Q | | 000-27130 | | 10.1 | | January 29, 2021 |
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| 10.52 | | Offer Letter for employment at the Company to Michael J. Berry, dated January 30, 2020. | | 10-Q | | 000-27130 | | 10.1 | | August 28, 2020 |
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| 10.53 | | Underwriting Agreement, dated June 17, 2020, by and among the Company, Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, BofA Securities, Inc. and Morgan Stanley & Co. LLC. | | 8-K | | 000-27130 | | 1.1 | | June 17, 2020 |
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| 21.1 | | Subsidiaries of the Company. | | — | | — | | — | | — |
| 23.1 | | Consent of Independent Registered Public Accounting Firm. | | — | | — | | — | | — |
*Identifies management plan or compensatory plan or arrangement.
(p)Identifies paper format filed exhibit.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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. | | |
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| By: | | /s/ GEORGE KURIAN |
| | George Kurian |
| | Chief Executive Officer and Director (Principal Executive Officer and Principal Operating Officer) |
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| Date: June 21, 2021 | | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George Kurian and Michael J. Berry, and each of them, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | | Title | | Date |
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| /s/ GEORGE KURIAN | | Chief Executive Officer and Director (Principal Executive Officer and Principal Operating Officer) | | June 21, 2021 |
| George Kurian | | | | |
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| /s/ MICHAEL J. BERRY | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | June 21, 2021 |
| Michael J. Berry | | | | |
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| /s/ ROBERT PARKS | | Vice President and Chief Accounting Officer (Principal Accounting Officer) | | June 21, 2021 |
| Robert Parks | | | | |
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| /s/ T. MICHAEL NEVENS | | Chairman of the Board | | June 21, 2021 |
| T. Michael Nevens | | | | |
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| /s/ GERALD HELD | | Director | | June 21, 2021 |
| Gerald Held | | | | |
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| /s/ KATHRYN M. HILL | | Director | | June 21, 2021 |
| Kathryn M. Hill | | | | |
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| /s/ DEBORAH KERR | | Director | | June 21, 2021 |
| Deborah Kerr | | | | |
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| /s/ SCOTT SCHENKEL | | Director | | June 21, 2021 |
| Scott Schenkel | | | | |
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| /s/ GEORGE T. SHAHEEN | | Director | | June 21, 2021 |
| George T. Shaheen | | | | |
| /s/ CARRIE PALIN | | Director | | June 21, 2021 |
| Carrie Palin | | | | |
| /s/ DEEPAK AHUJA | | Director | | June 21, 2021 |
| Deepak Ahuja | | | | |