Not Applicable.
PA****RT III
It****em 10. Directors, Executive Officers and Corporate Governance
The information required by Item 10 with respect to our executive officers is incorporated herein by reference from the information under Item 1 – Business of Part I of this Annual Report on Form 10-K under the section entitled “Information About Our Executive Officers.” The information required by Item 10 with respect to the Company’s directors and corporate governance is incorporated herein by reference from the information provided under the headings “Election of Directors” and “Corporate Governance,” respectively, in the Proxy Statement for the 2025 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days of our year ended April 25, 2025. The information required by Item 405 of Regulation S-K is incorporated herein by reference from the information provided under the heading “Delinquent Section 16(a) Reports” in the Proxy Statement for the 2025 Annual Meeting of Stockholders, to the extent applicable.
We have adopted a written code of ethics that applies to our Board of Directors and all of our employees, including our principal executive officer and principal financial and accounting officer. A copy of the code of ethics, which we refer to as our “Code of Conduct,” is available on our website at http://netapp.com/us/media/code-of-conduct.pdf. We will post any amendments to or waivers from the provisions of our Code of Conduct on our website.
We have adopted our Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. A copy of our Insider Trading Policy is filed as Exhibit 19.1 to this Annual Report on Form 10-K. In addition, with regards to the Company’s trading in its own securities, it is the Company’s policy to comply with the federal securities laws and the applicable exchange listing requirements.
It****em 11. Executive Compensation
Information regarding the compensation of executive officers and directors of the Company is incorporated by reference from the information under the headings “Executive Compensation and Related Information” and “Director Compensation,” respectively, in our Proxy Statement for the 2025 Annual Meeting of Stockholders (provided that the information under the heading "Pay Versus Performance" shall not be deemed to be incorporated by reference herein).
It****em 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information regarding security ownership of certain beneficial owners and management and related stockholder matters is incorporated by reference from the information under the heading “Security Ownership of Certain Beneficial Owners and Management” in our Proxy Statement for the 2025 Annual Meeting of Stockholders.
It****em 13. Certain Relationships and Related Transactions, and Director Independence
Information regarding certain relationships and related transactions and director independence is incorporated by reference from the information under the headings “Corporate Governance” and “Certain Transactions with Related Parties” in our Proxy Statement for the 2025 Annual Meeting of Stockholders.
It****em 14. Principal Accountant Fees and Services
The information required by this item is incorporated by reference from the information under the caption “Audit Fees” in our Proxy Statement for the 2025 Annual Meeting of Stockholders.
With the exception of the information incorporated in Items 10, 11, 12, 13 and 14 of this Annual Report on Form 10-K, NetApp’s Proxy Statement is not deemed “filed” as part of this Annual Report on Form 10-K.
PA****RT IV
It****em 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
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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 | | 3.1 | | November 16, 2023 |
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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 | | Fifth Supplemental Indenture, dated March 17, 2025, by and between NetApp, Inc. and U.S. Bank National Association. | | 8-K | | 000-27130 | | 4.2 | | March 17, 2025 |
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| 4.7 | | Description of Capital Stock of the Company. | | 10-K | | 000-27130 | | 4.6 | | June 10, 2024 |
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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 September 13, 2023. | | 8-K | | 000-27130 | | 10.1 | | September 14, 2023 |
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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 (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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| 10.8* | | Form of Restricted Stock Unit Agreement approved for use under the Company’s amended and restated 1999 Stock Option Plan (Non-Employees Directors). | | 10-K | | 000-27130 | | 10.17 | | June 18, 2010 |
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| 10.9* | | 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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| 10.10* | | Form of Restricted Stock Unit Agreement (Non-Employee Directors) approved for use under the Company’s 1999 Stock Option Plan, effective June 2019. | | 10-K | | 000-27130 | | 10.19 | | June 15, 2020 |
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| 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-K | | 000-27130 | | 10.23 | | June 15, 2020 |
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| 10.12* | | Spotinst Inc. 2016 Equity Incentive Plan. | | S-8 | | 333-248480 | | 99.1 | | August 28, 2020 |
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| 10.13* | | NetApp, Inc. 2021 Equity Incentive Plan, as amended effective September 11, 2024 | | 8-K | | 000-27130 | | 10.1 | | September 12, 2024 |
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| 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-Q | | 000-27130 | | 10.1 | | December 2, 2021 |
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| 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-Q | | 000-27130 | | 10.2 | | December 2, 2021 |
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| 10.16* | | 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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| 10.17* | | 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-Q | | 000-27130 | | 10.1 | | March 2, 2022 |
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| 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-K | | 000-27130 | | 10.27 | | June 14, 2023 |
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| 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-K | | 000-27130 | | 10.28 | | June 14, 2023 |
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| 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-K | | 000-27130 | | 10.20 | | June 10, 2024 |
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| 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-K | | 000-27130 | | 10.21 | | June 10, 2024 |
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| 10.22* | | Form of Restricted Stock Unit Agreement (Performance-Based) - Billings under the Company's 2021 Equity Incentive Plan, effective May 15, 2024. | | 10-K | | 000-27130 | | 10.22 | | June 10, 2024 |
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| 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-K | | 000-27130 | | 10.23 | | June 10, 2024 |
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| 10.24* | | Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan. | | — | | — | | — | | — |
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| 10.25* | | Form of Restricted Stock Unit Agreement (Performance-Based) under the Company's 2021 Equity Incentive Plan. | | — | | — | | — | | — |
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| 10.26* | | Cognigo Research Ltd. Amended and Restated Global Share Incentive Plan (2016). | | S-8 | | 333-232187 | | 99.1 | | June 18, 2019 |
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| 10.27* | | CloudCheckr Inc. Amended and Restated 2017 Stock Option and Grant Plan. | | S-8 | | 333-261465 | | 99.1 | | December 2, 2021 |
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| 10.28* | | Outside Director Compensation Policy, as amended effective September 13, 2023. | | 10-Q | | 000-27130 | | 10.3 | | August 29, 2023 |
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| 10.29* | | Amended and Restated Instaclustr US Holding, Inc. 2018 Stock Option Plan | | S-8 | | 333-265648 | | 99.1 | | June 16, 2022 |
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| 10.30 | | 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 lenders from time to time party thereto and JPMorgan Chase Bank, N.A., as administrative agent. | | 10-Q | | 000-27130 | | 10.3 | | March 2, 2022 |
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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. | | 10-K | | 000-27130 | | 10.32 | | June 14, 2023 |
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| 10.33 | | Second Amended and Restated Credit Agreement, dated as of March 5, 2025, 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 | | March 5, 2025 |
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| 10.34 | | 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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| 10.35 | | 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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| 10.36 | | 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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| 10.37 | | 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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| 10.38 | | Offer Letter for employment at the Company to Wissam Jabre, dated January 9, 2025. | | 10-Q | | 000-27130 | | 10.1 | | February 27, 2025 |
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| 10.39 | | 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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| 10.40 | | Underwriting Agreement, dated March 12, 2025, by and among NetApp, Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, BofA Securities, Inc. and Wells Fargo Securities, LLC. | | 8-K | | 000-27130 | | 1.1 | | March 17, 2025 |
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| 19.1 | | Insider Trading Policies and Procedures of the Company. | | — | | — | | — | | — |
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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. | | — | | — | | — | | — |
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| 31.2 | | Certification of the Chief Financial Officer pursuant to Section 302(a) of the Sarbanes-Oxley Act of 2002. | | — | | — | | — | | — |
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| 32.1 | | Certification 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. | | — | | — | | — | | — |
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| 32.2 | | Certification 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. | | — | | — | | — | | — |
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| 97.1 | | Compensation Recovery Policy of the Company. | | 10-K | | 000-27130 | | 97.1 | | June 10, 2024 |
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| 101.INS | | Inline 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 | | — | | — | | — | | — |
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| 101.SCH | | Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Document | | — | | — | | — | | — |
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| 104 | | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | | | | | | | | |
- Identifies management plan or compensatory plan or arrangement.
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 9, 2025 | | |
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints George Kurian and Wissam Jabre, 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 9, 2025 |
| George Kurian | | | | |
| | | | |
| /s/ WISSAM JABRE | | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | | June 9, 2025 |
| Wissam Jabre | | | | |
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| /s/ DANIEL DE LORENZO | | Vice President and Chief Accounting Officer (Principal Accounting Officer) | | June 9, 2025 |
| Daniel De Lorenzo | | | | |
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| /s/ T. MICHAEL NEVENS | | Chairman of the Board | | June 9, 2025 |
| T. Michael Nevens | | | | |
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| /s/ DEEPAK AHUJA | | Director | | June 9, 2025 |
| Deepak Ahuja | | | | |
| | | | |
| /s/ ANDERS GUSTAFSSON | | Director | | June 9, 2025 |
| Anders Gustafsson | | | | |
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| /s/ GERALD HELD | | Director | | June 9, 2025 |
| Gerald Held | | | | |
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| /s/ DEBORAH KERR | | Director | | June 9, 2025 |
| Deborah Kerr | | | | |
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| /s/ CARRIE PALIN | | Director | | June 9, 2025 |
| Carrie Palin | | | | |
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| /s/ FRANK PELZER | | Director | | June 9, 2025 |
| Frank Pelzer | | | | |
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| /s/ SCOTT SCHENKEL | | Director | | June 9, 2025 |
| Scott Schenkel | | | | |
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| /s/ JUNE YANG | | Director | | June 9, 2025 |
| June Yang | | | | |
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