NetApp (NTAP) Proxy filing summary

Executive summary

• Achieved record revenue ($6.93B, +5.4% YoY), operating income ($1.67B, +25.2% YoY), and double-digit EPS growth in fiscal 2026, driven by AI and cloud adoption, operational excellence, and disciplined execution.

• Expanded leadership team and Board, adding expertise in product, sales, and customer success; Board now has 10 directors, 9 independent.

• Continued robust stockholder engagement, with outreach to holders of 59% of shares and engagement with 29%.

• Entering fiscal 2027 with strong momentum, focusing on AI-ready infrastructure, revenue growth, and long-term value creation.

Voting matters and shareholder proposals

• Election of 10 director nominees for one-year terms.

• Advisory vote to approve executive compensation (Say-on-Pay).

• Ratification of Deloitte & Touche LLP as independent auditor for fiscal 2027.

• Approval of amendment to Certificate of Incorporation for officer exculpation under Delaware law.

• Stockholder proposal to ease requirements for action by written consent; Board recommends AGAINST.

Board of directors and corporate governance

• Board consists of 10 members (9 independent), with regular refreshment and diverse skills in finance, technology, risk, and human capital.

• Board committees (Audit, Talent and Compensation, Corporate Governance and Nominating) are fully independent.

• Annual Board and committee evaluations, director stock ownership guidelines, and limitations on outside board service.

• Proxy access, right to call special meetings, and annual election of all directors.