NetApp Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
Appointment of New Director
On March 21, 2025, the Board of Directors (the “Board”) of NetApp, Inc. (the “Company”) approved an increase in the number of authorized directors on the Board from nine (9) to ten (10) and appointed Frank Pelzer as a member of the Board to fill the vacancy created thereby. Mr. Pelzer will serve as a member of the Audit Committee and the Board has determined that Mr. Pelzer qualifies as an “audit committee financial expert” under the criteria set forth in Item 407(d)(5) of Regulation S-K.
There are no arrangements or understandings between Mr. Pelzer, on the one hand, and the Company or any other persons, on the other hand, pursuant to which Mr. Pelzer was selected as a director. There are no related party transactions between the Company and Mr. Pelzer (or any immediate family member thereof) requiring disclosure under Item 404(a) of Regulation S-K. Mr. Pelzer does not have any family relationships with any of the Company’s directors or executive officers or any persons nominated or chosen by the Company to be a director or executive officer.
As a non-employee director, Mr. Pelzer will participate in the non-employee director compensation program described in the Company’s definitive proxy statement that was filed with the Securities and Exchange Commission (the “SEC”) on July 26, 2024. In addition, it is expected that he will enter into the Company’s standard form of director indemnification agreement previously approved by the Board. The form of indemnification agreement was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K as filed with the SEC on May 31, 2023.
A copy of the Company’s press release announcing the appointment of Mr. Pelzer to the Board is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
A copy of the Company’s press release announcing the appointment of Mr. Pelzer to the Board is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The information included in this Current Report on Form 8-K under this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by Synopsys under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
Description |
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99.1 |
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104 |
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 hereunto duly authorized.
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NETAPP, INC. |
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Date: |
March 26, 2025 |
By: |
/s/ Elizabeth O'Callahan |
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Elizabeth O'Callahan |