Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

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

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
4.6Fifth Supplemental Indenture, dated March 17, 2025, by and between NetApp, Inc. and U.S. Bank National Association.8-K000-271304.2March 17, 2025
4.7Description of Capital Stock of the Company.10-K000-271304.6June 10, 2024
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*NetApp, Inc. 2021 Equity Incentive Plan, as amended effective September 11, 20248-K000-2713010.1September 12, 2024
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-K000-2713010.20June 10, 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-K000-2713010.21June 10, 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-K000-2713010.22June 10, 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-K000-2713010.23June 10, 2024
10.24*Form of Restricted Stock Unit Agreement approved for use under the Company's 2021 Equity Incentive Plan.————
10.25*Form of Restricted Stock Unit Agreement (Performance-Based) under the Company's 2021 Equity Incentive Plan.————
10.26*Cognigo Research Ltd. Amended and Restated Global Share Incentive Plan (2016).S-8333-23218799.1June 18, 2019
10.27*CloudCheckr Inc. Amended and Restated 2017 Stock Option and Grant Plan.S-8333-26146599.1December 2, 2021
10.28*Outside Director Compensation Policy, as amended effective September 13, 2023.10-Q000-2713010.3August 29, 2023
10.29*Amended and Restated Instaclustr US Holding, Inc. 2018 Stock Option PlanS-8333-26564899.1June 16, 2022
10.30Amended 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
10.31Amendment 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
10.32Amendment 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
10.33Second 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-K000-2713010.1March 5, 2025
10.34Form of Dealer Agreement between the Company, as issuer, and each Dealer.8-K000-2713010.2December 12, 2016
10.35Offer Letter for employment at the Company to César Cernuda, date March 23, 2020.10-K000-2713010.58June 15, 2020
10.36Senior 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
10.37Offer Letter for employment at the Company to Michael J. Berry, dated January 30, 2020.10-Q000-2713010.1August 28, 2020
10.38Offer Letter for employment at the Company to Wissam Jabre, dated January 9, 2025.10-Q000-2713010.1February 27, 2025
10.39Underwriting 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
10.40Underwriting 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-K000-271301.1March 17, 2025
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.10-K000-2713097.1June 10, 2024
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.

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 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.

SignatureTitleDate
/s/ GEORGE KURIANChief Executive Officer and Director (Principal Executive Officer and Principal Operating Officer)June 9, 2025
George Kurian
/s/ WISSAM JABREExecutive Vice President and Chief Financial Officer (Principal Financial Officer)June 9, 2025
Wissam Jabre
/s/ DANIEL DE LORENZOVice President and Chief Accounting Officer (Principal Accounting Officer)June 9, 2025
Daniel De Lorenzo
/s/ T. MICHAEL NEVENSChairman of the BoardJune 9, 2025
T. Michael Nevens
/s/ DEEPAK AHUJADirectorJune 9, 2025
Deepak Ahuja
/s/ ANDERS GUSTAFSSONDirectorJune 9, 2025
Anders Gustafsson
/s/ GERALD HELDDirectorJune 9, 2025
Gerald Held
/s/ DEBORAH KERRDirectorJune 9, 2025
Deborah Kerr
/s/ CARRIE PALINDirectorJune 9, 2025
Carrie Palin
/s/ FRANK PELZERDirectorJune 9, 2025
Frank Pelzer
/s/ SCOTT SCHENKELDirectorJune 9, 2025
Scott Schenkel
/s/ JUNE YANGDirectorJune 9, 2025
June Yang

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