NetApp, Inc. filed a Current Report on Form 8-K dated September 9, 2026, announcing several corporate governance changes and the results of its 2026 annual meeting of stockholders held on that date. The report details the adoption of an amended and restated certificate of incorporation and bylaws, as well as the election of directors.

The stockholders approved an amended and restated certificate of incorporation (the “Amended and Restated Charter”) at the Annual Meeting. This amendment provides for officer exculpation to the fullest extent permitted by the Delaware General Corporation Law. The Amended and Restated Charter was filed with the Secretary of the State of Delaware on September 10, 2026, and became effective upon filing.

In conjunction with the amendment to the charter, the Board of Directors adopted amended and restated bylaws (the “Amended and Restated Bylaws”) effective September 9, 2026. The bylaws include several clarifications and revisions, such as narrowing the definition of “Stockholder Associated Person,” clarifying transfer procedures for shares, and updating provisions regarding action by written consent. The bylaws also state that the Company shall not be liable to indemnify any person for amounts paid in settlement without written consent and provide for the Company’s subrogation rights for indemnification payments.

At the Annual Meeting, the stockholders elected the following individuals to serve on the Board of Directors for a term expiring at the next annual meeting of stockholders:

In addition to the director elections, the stockholders approved the following proposals:

No vote was taken on a stockholder proposal regarding the process for stockholder action by written consent, as the proponent was not in attendance to properly present the proposal.