SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 31, 2010
(Exact name of registrant as specified in its charter)
495 East Java Drive
Sunnyvale, CA 94089
(Address of principal executive offices, including zip code)
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Amendments to 1999 Stock Option Plan
The Board of Directors of NetApp, Inc. (the Company) previously adopted, subject to stockholder approval, an amendment to the Companys 1999 Stock Option Plan (the 1999 Plan) to increase the number of shares of common stock reserved for issuance thereunder by 7,000,000 shares.
The Companys stockholders approved the amendment described above at the Annual Meeting of Stockholders of the Company held on August 31, 2010 (the Annual Meeting).
The foregoing is qualified in its entirety by reference to the 1999 Plan, a copy of which was previously filed as Appendix A to the Companys 2010 proxy statement (the Proxy Statement), which was filed with the Securities and Exchange Commission (SEC) on July 13, 2010 and is incorporated herein by reference.
Amendment to Employee Stock Purchase Plan
The Companys Board of Directors previously adopted, subject to stockholder approval, an amendment to the Companys Employee Stock Purchase Plan (the Purchase Plan) to increase the number of shares of common stock reserved for issuance thereunder by 5,000,000 shares, to clarify the discretion of the Purchase Plan administrator to determine eligibility requirements, and to remove its fixed-term expiration date.
The Companys stockholders approved the amendment described above at the Annual Meeting.
The foregoing is qualified in its entirety by reference to the Purchase Plan, a copy of which was previously filed as Appendix B to the Proxy Statement and is incorporated herein by reference.
Retirement of Named Executive Officer
On September 2, 2010, Andrew Kryder, the Companys Senior Vice President, General Counsel and Secretary retired from the Company.
On July 13, 2010, the Board of Directors approved an amendment to the Companys bylaws to decrease the number of authorized directors on the Board of Directors from eleven (11) to nine (9) effective as of immediately prior to the Annual Meeting. A copy of the Certificate of Amendment to the Bylaws of NetApp, Inc. is attached hereto as Exhibit 3.2.
On August 31, 2010, the Company held its Annual Meeting. At the Annual Meeting, the stockholders of the Company elected the following individuals to the Board of Directors. Each director will serve until the 2011 annual meeting of stockholders or until his respective successor is duly elected and qualified, or until his earlier death, resignation or removal.
In addition, the following proposals were voted on and approved at the Annual Meeting:
On September 2, 2010, Matthew K. Fawcett was appointed as the Companys new Senior Vice President, General Counsel and Corporate Secretary.
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 hereunto duly authorized.
Index to Exhibits