(a) Documents filed as part of this report
(1) All Financial Statements
See index to Consolidated Financial Statements in Part II, Item 8 of this Form 10-K
(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.
(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
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| | | | Incorporation by Reference | | | | | | |
| 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 | | September 13, 2021 |
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| 3.2 | | Bylaws of the Company. | | 8-K | | 000-27130 | | 3.2 | | September 13, 2021 |
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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 | | 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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| 4.4 | | 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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| 4.5 | | 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. | | 8-K | | 000-27130 | | 10.1 | | May 31, 2023 |
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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 Employee Stock Purchase Plan, as amended effective July 19, 2021. | | DEF 14A | | 000-27130 | | Appendix B | | July 30, 2021 |
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| 10.6* | | 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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| 10.7* | | 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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| 10.8* | | 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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| 10.9* | | 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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| 10.10* | | 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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| 10.11* | | 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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| 10.12* | | 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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| 10.13* | | 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 |
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| 10.14* | | 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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| 10.15* | | SolidFire, Inc. 2016 Stock Incentive Plan. | | S-8 | | 333-209570 | | 99.2 | | February 17, 2016 |
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| 10.16* | | Spotinst Inc. 2016 Equity Incentive Plan. | | S-8 | | 333-248480 | | 99.1 | | August 28, 2020 |
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| 10.17* | | The Company's 2021 Equity Incentive Plan, effective September 10, 2021. | | DEF 14A | | 000-27130 | | Appendix A | | July 30, 2021 |
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| 10.18* | | Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan (Employee), effective September 10, 2021. | | 10-Q | | 000-27130 | | 10.1 | | December 2, 2021 |
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| 10.19* | | Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan (Senior Executive), effective September 10, 2021. | | 10-Q | | 000-27130 | | 10.2 | | December 2, 2021 |
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| 10.20* | | Form of Restricted Stock Unit Agreement (Performance Based) under the Company's 2021 Equity Incentive Plan, effective September 10, 2021. | | 10-Q | | 000-27130 | | 10.3 | | December 2, 2021 |
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| 10.21* | | Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan (Non-Employee Director), effective November 1, 2021. | | 10-Q | | 000-27130 | | 10.1 | | March 2, 2022 |
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| 10.22* | | Plexistor Ltd. Amended and Restated Global Share Incentive Plan (2014). | | S-8 | | 333-219061 | | 99.1 | | June 29, 2017 |
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| 10.23* | | Cognigo Research Ltd. Amended and Restated Global Share Incentive Plan (2016). | | S-8 | | 333-232187 | | 99.1 | | June 18, 2019 |
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| 10.24* | | CloudCheckr Inc. Amended and Restated 2017 Stock Option and Grant Plan. | | S-8 | | 333-261465 | | 99.1 | | December 2, 2021 |
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| 10.25* | | Outside Director Compensation Policy, effective November 1, 2021. | | 10-Q | | 000-27130 | | 10.2 | | March 2, 2022 |
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| 10.26* | | Amended and Restated Instaclustr US Holding, Inc. 2018 Stock Option Plan | | S-8 | | 333-265648 | | 99.1 | | June 16, 2022 |
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| 10.27* | | Form of Restricted Stock Unit Agreement (Performance-Based) – Billings approved for use under the Company’s 2021 Equity Incentive Plan, effective July 1, 2022 | | — | | — | | — | | — |
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| 10.28* | | Form of Restricted Stock Unit Agreement (Performance-Based) – Total Shareholder Return approved for use under the Company’s 2021 Equity Incentive Plan, effective July 1, 2022 | | — | | — | | — | | — |
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| 10.29 | | NetApp, Inc. Executive Retiree Health Plan, as amended and restated. | | 8-K | | 000-27130 | | 10.1 | | November 21, 2016 |
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| 10.30 | | Amended and Restated Credit Agreement, dated as of January 22, 2021, by and among the 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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| 10.31 | | Amendment No.1 to Amended and Restated Credit Agreement, dated as of November 17, 2021, by and among the Company, the | | 10-Q | | 000-27130 | | 10.3 | | March 2, 2022 |
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| | lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent. | | | | | | | | |
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| 10.32 | | Amendment No.2 to Amended and Restated Credit Agreement, dated as of May 3, 2023, by and among the Company, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent. | | — | | — | | — | | — |
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| 10.33 | | 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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| 10.34 | | 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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| 10.35 | | 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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| 10.36 | | 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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| 10.37 | | 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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| 10.38 | | 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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| 10.39 | | 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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| 10.40 | | 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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| 10.41 | | Fourth Amendment to Agreement of Purchase and Sale and Joint Escrow Instructions dated as of November 2, 2017, | | 10-Q | | 000-27130 | | 10.2 | | February 22, 2018 |
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| | by and between the Company and Google LLC. | | | | | | | | |
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| 10.42 | | 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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| 10.43 | | 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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| 10.44 | | 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 |
| 10.45 | | Separation Agreement dated May 28, 2020 by and between the Company and Henri Richard. | | 10-K | | 000-27130 | | 10.57 | | June 15, 2020 |
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| 10.46 | | 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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| 10.47 | | 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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| 10.48 | | 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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| 10.49 | | 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. | | — | | — | | — | | — |
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| 24.1 | | Power of Attorney (see signature page). | | — | | — | | — | | — |
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| 31.1 | | Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. | | — | | — | | — | | — |
- 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.
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| 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 14, 2023 | | |
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.
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| Signature | | Title | | Date |
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| /s/ GEORGE KURIAN | | Chief Executive Officer and Director (Principal Executive Officer and Principal Operating Officer) | | June 14, 2023 |
| George Kurian | | | | |
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| /s/ MICHAEL J. BERRY | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | June 14, 2023 |
| Michael J. Berry | | | | |
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| /s/ ROBERT PARKS | | Vice President and Chief Accounting Officer (Principal Accounting Officer) | | June 14, 2023 |
| Robert Parks | | | | |
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| /s/ T. MICHAEL NEVENS | | Chairman of the Board | | June 14, 2023 |
| T. Michael Nevens | | | | |
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| /s/ GERALD HELD | | Director | | June 14, 2023 |
| Gerald Held | | | | |
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| /s/ KATHRYN M. HILL | | Director | | June 14, 2023 |
| Kathryn M. Hill | | | | |
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| /s/ DEBORAH KERR | | Director | | June 14, 2023 |
| Deborah Kerr | | | | |
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| /s/ SCOTT SCHENKEL | | Director | | June 14, 2023 |
| Scott Schenkel | | | | |
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| /s/ GEORGE T. SHAHEEN | | Director | | June 14, 2023 |
| George T. Shaheen | | | | |
| /s/ CARRIE PALIN | | Director | | June 14, 2023 |
| Carrie Palin | | | | |
| /s/ DEEPAK AHUJA | | Director | | June 14, 2023 |
| Deepak Ahuja | | | | |