A Dark Vector Cognition product

Item 15. Exhibits, Financial Statement Schedules

21K characters. Original on sec.gov ·

Item 15. Exhibits, Financial Statement Schedules

(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

Incorporation by Reference
Exhibit NoDescriptionFormFile No.ExhibitFiling Date
3.1Certificate of Incorporation of the Company, as amended.10-Q000-271303.1September 13, 2021
3.2Bylaws of the Company.8-K000-271303.1November 16, 2023
4.1Indenture dated December 12, 2012, by and between the Company and U.S. Bank National Association.8-K000-271304.1December 12, 2012
4.2First Supplemental Indenture dated December 12, 2012, by and between the Company and U.S. Bank National Association.8-K000-271304.2December 12, 2012
4.3Second Supplemental Indenture dated June 5, 2014, by and between the Company and U.S. Bank National Association.8-K000-271304.1June 5, 2014
4.4Third Supplemental Indenture dated September 29, 2017 by and between the Company and U.S. Bank National Association.8-K000-271304.2September 29, 2017
4.5Fourth Supplemental Indenture, dated June 22, 2020, by and between NetApp, Inc. and U.S. Bank National Association.8-K000-271304.2June 22, 2020
4.6Description of Capital Stock of the Company.————
10.1*Form of Indemnification Agreement by and between the Company and each of its directors and executive officers.8-K000-2713010.1May 31, 2023
10.2*Form of Change of Control Severance Agreement.8-K000-2713010.1May 22, 2019
10.3*The Company’s Amended and Restated Executive Compensation Plan, as amended effective June 20, 2018.10-Q000-2713010.1August 21, 2018
10.4*The Company’s Deferred Compensation Plan.8-K000-271302.1July 7, 2005
10.5*The Company’s Employee Stock Purchase Plan, as amended effective September 13, 2023.8-K000-2713010.1September 14, 2023
10.6*The Company’s Amended and Restated 1999 Stock Option Plan, as amended effective July 19, 2018.DEF 14A000-27130Appendix AAugust 1, 2018
10.7*Form of Restricted Stock Unit Agreement (Employees) approved for use under the Company’s 1999 Stock option Plan, effective June 2019.10-K000-2713010.14June 15, 2020
10.8*Form of Restricted Stock Unit Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (Non-Employees Directors).10-K000-2713010.17June 18, 2010
10.9*Form of Restricted Stock Unit Agreement (Non-Employee Directors) approved for use under the Company’s 1999 Stock Option Plan.10-Q000-2713010.2February 11, 2019
10.10*Form of Restricted Stock Unit Agreement (Non-Employee Directors) approved for use under the Company’s 1999 Stock Option Plan, effective June 2019.10-K000-2713010.19June 15, 2020
10.11*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-K000-2713010.23June 15, 2020
10.12*Spotinst Inc. 2016 Equity Incentive Plan.S-8333-24848099.1August 28, 2020
10.13*The Company's 2021 Equity Incentive Plan, effective September 13, 2023.8-K000-2713010.2September 14, 2023
10.14*Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan (Employee), effective September 10, 2021.10-Q000-2713010.1December 2, 2021
10.15*Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan (Senior Executive), effective September 10, 2021.10-Q000-2713010.2December 2, 2021
10.16*Form of Restricted Stock Unit Agreement (Performance Based) under the Company's 2021 Equity Incentive Plan, effective September 10, 2021.10-Q000-2713010.3December 2, 2021
10.17*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-Q000-2713010.1March 2, 2022
10.18*Form of Restricted Stock Unit Agreement (Performance-Based) - Billings approved for use under the Company's 2021 Equity Incentive Plan, Effective July 1, 2022.10-K000-2713010.27June 14, 2023
10.19*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, 2022.10-K000-2713010.28June 14, 2023
10.20*Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan (Senior Executive), effective May 15, 2024.————
10.21*Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan (VP and Below), effective May 15, 2024.————
10.22*Form of Restricted Stock Unit Agreement (Performance-Based) - Billings under the Company's 2021 Equity Incentive Plan, effective May 15, 2024.————
10.23*Form of Restricted Stock Unit Agreement (Performance-Based) - Total Shareholder Return under the Company's 2021 Equity Incentive Plan, effective May 15, 2024.————
10.24*Cognigo Research Ltd. Amended and Restated Global Share Incentive Plan (2016).S-8333-23218799.1June 18, 2019
10.25*CloudCheckr Inc. Amended and Restated 2017 Stock Option and Grant Plan.S-8333-26146599.1December 2, 2021
10.26*Outside Director Compensation Policy, as amended effective September 13, 2023.10-Q000-2713010.3August 29, 2023
10.27*Amended and Restated Instaclustr US Holding, Inc. 2018 Stock Option PlanS-8333-26564899.1June 16, 2022
10.28Amended 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-K000-2713010.1January 22, 2021
10.29Amendment No.1 to Amended and Restated Credit Agreement, dated as of November 17, 2021, by and among the Company, the lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent.10-Q000-2713010.3March 2, 2022
10.30Amendment 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.10-K000-2713010.32June 14, 2023
10.31Form of Dealer Agreement between the Company, as issuer, and each Dealer.8-K000-2713010.2December 12, 2016
10.32Offer Letter for employment at the Company to César Cernuda, date March 23, 2020.10-K000-2713010.58June 15, 2020
10.33Senior Executive Employment Contract by and between NetApp Sales Spain S.L., a subsidiary of the Company, and Cesar Cernuda, effective January 1, 202110-Q000-2713010.1January 29, 2021
10.34Offer Letter for employment at the Company to Michael J. Berry, dated January 30, 2020.10-Q000-2713010.1August 28, 2020
10.35Underwriting 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-K000-271301.1June 17, 2020
19.1Insider Trading Policies and Procedures of the Company.————
21.1Subsidiaries of the Company.————
23.1Consent of Independent Registered Public Accounting Firm.————
24.1Power of Attorney (see signature page).————
31.1Certification of the Chief Executive Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.————
31.2Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002.————
32.1Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.————
32.2Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.————
97.1Compensation Recovery Policy of the Company.————
101.INSInline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document————
101.SCHInline XBRL Taxonomy Extension Schema With Embedded Linkbase Document————
104Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
  • 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.
By:/s/ GEORGE KURIAN
George Kurian
Chief Executive Officer and Director (Principal Executive Officer and Principal Operating Officer)
Date: June 10, 2024

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.

SignatureTitleDate
/s/ GEORGE KURIANChief Executive Officer and Director (Principal Executive Officer and Principal Operating Officer)June 10, 2024
George Kurian
/s/ MICHAEL J. BERRYExecutive Vice President and Chief Financial Officer (Principal Financial Officer)June 10, 2024
Michael J. Berry
/s/ DANIEL DE LORENZOVice President and Chief Accounting Officer (Principal Accounting Officer)June 10, 2024
Daniel De Lorenzo
/s/ T. MICHAEL NEVENSChairman of the BoardJune 10, 2024
T. Michael Nevens
/s/ DEEPAK AHUJADirectorJune 10, 2024
Deepak Ahuja
/s/ ANDERS GUSTAFSSONDirectorJune 10, 2024
Anders Gustafsson
/s/ GERALD HELDDirectorJune 10, 2024
Gerald Held
/s/ KATHRYN M. HILLDirectorJune 10, 2024
Kathryn M. Hill
/s/ DEBORAH KERRDirectorJune 10, 2024
Deborah Kerr
/s/ CARRIE PALINDirectorJune 10, 2024
Carrie Palin
/s/ SCOTT SCHENKELDirectorJune 10, 2024
Scott Schenkel
/s/ GEORGE T. SHAHEENDirectorJune 10, 2024
George T. Shaheen

Previous: Item 14. Principal Accountant Fees and Services