NTCT 8-K
Netscout Systems Inc (NTCT)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
On August 24, 2022, NetScout Systems, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “2022 Annual Meeting”). At the 2022 Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2019 Equity Incentive Plan (the “Amended 2019 Plan”) to, among other things, increase the aggregate number of shares of the Company’s common stock authorized for issuance thereunder by 7,000,000 shares and approve changes to the fungible share counting structure. The Company’s board of directors (the “Board”) previously approved the Amended 2019 Plan, subject to stockholder approval, on July 8, 2022. The Amended 2019 Plan became effective immediately upon stockholder approval at the 2022 Annual Meeting.
A more detailed summary of the material features of the Amended 2019 Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A for the 2022 Annual Meeting filed with the Securities and Exchange Commission on July 13, 2022 (the “Proxy Statement”) under the caption “Proposal 2: Approval of the NetScout Systems, Inc. 2019 Equity Incentive Plan, As Amended.” That detailed summary and the foregoing description of the Amended 2019 Plan are qualified in their entirety by reference to the full text of the Amended 2019 Plan, which is filed as Appendix B to the Proxy Statement.
At the 2022 Annual Meeting, the Company’s stockholders also approved an amendment to the Company’s Amended and Restated 2011 Employee Stock Purchase Plan (the “Amended 2011 Purchase Plan”), to increase the aggregate number of shares of the Company’s common stock authorized for issuance thereunder by 2,000,000 shares. The Board previously approved the Amended 2011 Purchase Plan, subject to stockholder approval, on July 8, 2022. The Amended 2011 Purchase Plan became effective immediately upon stockholder approval at the 2022 Annual Meeting.
A more detailed summary of the material features of the Amended 2011 Purchase Plan is set forth in the Proxy Statement under the caption “Proposal 3: Approval of the NetScout Systems, Inc. Amended and Restated 2011 Employee Stock Purchase Plan, As Amended.” That detailed summary and the foregoing description of the Amended 2011 Purchase Plan are qualified in their entirety by reference to the full text of the Amended 2011 Purchase Plan, which is filed as Appendix C to the Proxy Statement.
Item 5.07. Submission of Matters to a Vote of Security Holders.
A summary of the matters voted upon by stockholders at the 2022 Annual Meeting is set forth below. As of July 1, 2022, the record date for the 2022 Annual Meeting, 71,483,733 shares of the Company’s common stock were issued and outstanding.
| 1. | The Company’s stockholders elected each of Anil K. Singhal, Robert E. Donahue, and John R. Egan as Class II directors of the Company with each director to serve a three-year term until the Company’s 2025 annual meeting of stockholders. The voting results were as follows: |
| For | Withheld | Broker Non-Votes | ||||||||||
| Anil K. Singhal |
60,412,684 | 5,108,695 | 3,042,250 | |||||||||
| Robert E. Donahue |
60,466,394 | 5,054,985 | 3,042,250 | |||||||||
| John R. Egan |
55,268,363 | 10,253,016 | 3,042,250 | |||||||||
| 2. | The Company’s stockholders approved the Amended 2019 Plan. The voting results were as follows: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 55,201,387 | 10,302,267 | 17,725 | 3,042,250 |
| 3. | The Company’s stockholders approved the Amended 2011 Purchase Plan. The voting results were as follows: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 65,469,617 | 43,053 | 8,709 | 3,042,250 |
| 4. | The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The voting results were as follows: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 59,747,095 | 5,747,265 | 27,019 | 3,042,250 |
| 5. | The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2023. The voting results were as follows: |
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 63,570,975 | 4,926,996 | 65,658 | N/A |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| NETSCOUT SYSTEMS, INC. | ||
| By: | /s/ Jean Bua | |
| Jean Bua | ||
| Executive Vice President and Chief Financial Officer | ||
| Date: August 25, 2022 | ||