NetApp, Inc. filed a current report on Form 8-K with the SEC on September 11, 2026, disclosing voting results from its September 9, 2026 annual meeting of stockholders and reporting amendments to its certificate of incorporation and bylaws.

Key Highlights

  • All ten director nominees elected: Each nominee, including George Kurian, Deborah L. Kerr, and June Yang, received more than 141.8 million votes in favor.
  • Charter amendment approved: Stockholders approved an amended and restated certificate of incorporation providing for officer exculpation to the fullest extent permitted by Delaware General Corporation Law, with 139,405,919 votes in favor.
  • Advisory pay vote passed: The nonbinding proposal to approve named executive officer compensation received 148,675,123 votes in favor.
  • Auditor ratified: Deloitte and Touche LLP was ratified as independent registered public accounting firm for the fiscal year ending April 30, 2027, with 157,046,423 votes in favor.
  • Bylaws updated: The Board adopted amended and restated bylaws effective September 9, 2026, covering governance matters including indemnification procedures and presiding officer authority.
  • Stockholder written consent proposal not voted on: The proposal regarding the process for stockholder action by written consent was not presented at the meeting because neither the proponent nor a representative was in attendance.

NetApp Annual Meeting Outcomes: Governance Changes and Vote Tallies

NetApp, Inc. (NASDAQ:NTAP), a Delaware-incorporated data storage and cloud services company headquartered at 3060 Olsen Drive, San Jose, California, held its 2026 annual meeting of stockholders on September 9, 2026. According to the filing, stockholders voted on director elections, executive compensation, auditor ratification, and a charter amendment, with results reported across all four categories.

On the director election, the filing reported the following vote totals for selected nominees: T. Michael Nevens received 141,818,948 votes for and 19,131,679 votes against; June Yang received the highest votes for at 160,495,207 with 493,036 against; and Frank Pelzer received 160,484,532 votes for with 501,296 against. Broker nonvotes for all director nominees were 16,543,351. All ten nominees were elected to serve until the next annual meeting.

The amended and restated certificate of incorporation, which the company disclosed became effective upon its filing with the Secretary of the State of Delaware on September 10, 2026, adds officer exculpation provisions. The Board-adopted bylaw amendments, also effective September 9, 2026, address matters including clarifying the presiding officer's authority at stockholder meetings as expressly subject to Board supervision, narrowing the definition of "Stockholder Associated Person," updating indemnification and subrogation provisions, and clarifying that insurance for indemnification purposes may include coverage provided through a captive insurance company.

What Was Disclosed

The filing reported annual meeting vote results for NetApp, Inc., including director elections, an advisory compensation vote, auditor ratification, and approval of an amended charter. The company also disclosed Board-adopted bylaw amendments covering governance, indemnification, and procedural matters.