NetApp stockholders approve officer exculpation charter, effective Sept. 10

NetApp (Nasdaq: NTAP) stockholders approved an amended charter providing officer exculpation to the fullest extent permitted by the Delaware General Corporation Law at their September 9 annual meeting. The company filed the charter with Delaware’s secretary of state on September 10, making it effective that day, according to its September 11 Form 8-K, accession number 0001193125-26-389273.

Charter approval followed by effectiveness

The charter amendment is the central governance change disclosed in NetApp’s annual-meeting results. Stockholders approved the amended and restated certificate of incorporation on September 9; the subsequent Delaware filing on September 10 put it into effect. Those are separate steps, and the filing establishes that both have occurred.

The charter proposal received 139,405,919 votes for and 21,586,462 against, with 319,624 abstentions and 16,543,351 broker non-votes. NetApp described the amendment as providing officer exculpation to the fullest extent permitted by the Delaware General Corporation Law. That qualification matters: the disclosed provision is tied to what Delaware law permits, rather than an unqualified protection for officers.

NetApp reported the change under Item 5.03 of the Form 8-K and incorporated that disclosure into Item 3.03. The amended charter is attached as Exhibit 3.1. The filing documents approval and effectiveness; it does not establish whether any litigation or stockholder challenge will follow.

Executive compensation and auditor approved

Stockholders also approved the advisory vote on named executive officer compensation. Say-on-pay received 148,675,123 votes for and 11,410,995 against, with 1,225,887 abstentions. A further 16,543,351 shares were recorded as broker non-votes. The outcome was approval, and the compensation vote was advisory.

The compensation result is distinct from the charter amendment. Each proposal had its own tally, and stockholders approved both. The filing reports those outcomes but does not provide the board’s or compensation committee’s discussion of the level of support for executive pay.

Deloitte & Touche LLP was ratified as NetApp’s independent registered public accounting firm for the fiscal year ending April 30, 2027. That proposal received 157,046,423 votes for, 20,499,433 against and 309,500 abstentions. The fiscal-year date identifies the period covered by the auditor appointment; it is separate from the September dates of the meeting and charter filing.

Ten directors elected; written-consent proposal not voted

Stockholders elected all ten directors listed in the meeting results: T. Michael Nevens, Deepak Ahuja, Paul Fipps, Anders Gustafsson, Gerald Held, Deborah L. Kerr, George Kurian, Carrie Palin, Frank Pelzer and June Yang. NetApp disclosed individual for, against, abstention and broker non-vote tallies in Item 5.07 of the Form 8-K.

A stockholder proposal concerning the process for stockholder action by written consent did not receive a vote. According to NetApp, neither the proponent nor a representative attended the meeting to properly present the proposal as required by Rule 14a-8.

The result therefore does not show stockholder support for or opposition to that proposal. It was not presented, and no vote was taken. The filing also leaves open whether the proposal will be brought forward again. That procedural outcome is separate from the proposals that stockholders did consider and approve.

Bylaws revised alongside meeting actions

The board separately adopted amended bylaws effective September 9, attached as Exhibit 3.2. Changes cover board supervision of the meeting officer, a narrower definition of “Stockholder Associated Person,” transfer procedures, committee-charter precedence where inconsistent, and board written-consent provisions. They also address company written consent for indemnification of settlement amounts, subrogation rights, captive insurance and conforming edits. These board-adopted changes are secondary to the stockholder-approved charter amendment.

The dates behind the disclosure

NetApp, the San Jose enterprise storage and cloud infrastructure company, reported a sequence spanning three days: the annual meeting and bylaw effectiveness on September 9, charter filing and effectiveness on September 10, and the Form 8-K signed on September 11 by Elizabeth O’Callahan, executive vice president and chief administrative officer. The report’s earliest event date is September 9.

For readers tracking the governance change, the operative milestone is the charter’s September 10 effectiveness. The September 11 filing supplies the meeting outcomes and related documents. It offers no basis for attributing a share-price reaction to the votes or for drawing conclusions about operating performance, revenue, earnings or guidance.