NetApp (NTAP) Proxy filing summary

Executive summary

• Achieved record revenue ($6.93B, +5.4%), operating income ($1.67B, +25.2%), and EPS ($6.35, +12%) in fiscal 2026, driven by AI and cloud adoption and operational excellence.

• Expanded leadership team and Board, adding expertise in product, sales, and customer success.

• Maintained strong stockholder engagement, with outreach to holders of 59% of shares and feedback incorporated into governance and compensation.

• Entering fiscal 2027 with momentum, focusing on AI-ready infrastructure and sustained growth.

Voting matters and shareholder proposals

• Election of 10 directors, including one new nominee, all with diverse expertise.

• Advisory vote on 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 written consent requirements, opposed by Board.

Board of directors and corporate governance

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

• Committees are fully independent; Chair and CEO roles are separated.

• Annual Board and committee evaluations, robust director nomination and succession planning.

• Stockholder rights include proxy access, special meeting rights, and annual director elections.