UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 4, 2014
NetApp, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 0-27130 | 77-0307520 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
495 East Java Drive
Sunnyvale, CA 94089
(Address of principal executive offices) (Zip Code)
(408) 822-6000
(Registrant’s telephone number, including area code)
Not Applicable
(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 (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
5.02(b)
On April 7, 2014, NetApp, Inc. (the “Company”) announced certain changes to its Board of Directors (the “Board”). On April 4, 2014, Daniel J. Warmenhoven announced his decision to retire from his position as Executive Chairman of the Board, effective immediately. Mr. Warmenhoven will remain a director of the Company until the Company’s 2014 Annual Meeting of Stockholders (the “Annual Meeting”), at which time he will retire from the Board.
On April 4, 2014, the Board elected Thomas Georgens, Chief Executive Officer of the Company, Chairman of the Board.
Also on April 4, 2014, Nicholas G. Moore, announced his decision to retire from the Board at the Annual Meeting.
On April 4, 2014, the Board elected Board member T. Michael Nevens as Lead Independent Director.
Following the retirement of Mr. Warmenhoven and Mr. Moore at the Annual Meeting, the size of the Board will be reduced accordingly.
The press release issued by the Company announcing the changes to the Board is attached hereto as Exhibit 99.1 and incorporated herein by reference.
5.02(c)
On April 7, 2014, the Company announced that named executive officer Robert E. Salmon, age 53, had been appointed President, reporting to Chief Executive Officer Thomas Georgens. Mr. Salmon formerly served as the Company’s Executive Vice President, Field Operations, a position he held since December 2005.
Mr. Salmon does not have a family relationship with any of the officers or directors of the Company. There are no related party transactions with Mr. Salmon reportable under Item 404(a) of Regulation S-K.
In connection with Mr. Salmon’s appointment, on April 4, 2014, the Compensation Committee of the Board approved the compensation for Mr. Salmon, as follows:
| Previous Base Salary |
FY 14 Incentive Compensation Target (1) |
New Base Salary |
FY15 Incentive Compensation Target(1) |
|||||||||||||
| Robert E. Salmon |
$ | 625,000 | 110 | % | $ | 650,000 | 120 | % | ||||||||
| (1) | Incentive compensation for the Company’s named executive officers has been established pursuant and subject to the terms of the Company’s Executive Compensation Plan (the “Plan”). Under the Plan, the funding of the bonus pool from which bonuses are paid is based on the Company’s actual achievement against annual revenue and operating profit targets, with revenue weighted 1/3rd and operating profit weighted 2/3rd. |
The press release issued by the Company announcing the Mr. Salmon’s appointment to President is attached hereto as Exhibit 99.2 and incorporated herein by reference.
5.02(e)
On April 4, 2014, the Compensation Committee of the Board approved the compensation for named executive officer Nicholas R. Noviello, the Company’s Executive Vice President of Finance and Operations and Chief Financial Officer, as follows:
| Previous Base Salary |
FY14 Incentive Compensation Target (1) |
New Base Salary |
FY 15 Incentive Compensation Target(1) |
|||||||||||||
| Nicholas R. Noviello |
$ | 525,000 | 110 | % | $ | 600,000 | 110 | % | ||||||||
| (1) | Incentive compensation for the Company’s named executive officers has been established pursuant and subject to the terms of the Plan. Under the Plan, the funding of the bonus pool from which bonuses are paid is based on the Company’s actual achievement against annual revenue and operating profit targets, with revenue weighted 1/3rd and operating profit weighted 2/3rd. |
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Press Release of NetApp, Inc. dated April 7, 2014 | |
| 99.2 | Press Release of NetApp, Inc. dated April 7, 2014 | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| NETAPP, INC. (Registrant) | ||||||
| Date: April 7, 2014 | By: | /s/ Matthew K. Fawcett | ||||
| Matthew K. Fawcett | ||||||
| Senior Vice President, General Counsel and Corporate Secretary | ||||||
Exhibit Index
| Exhibit No. |
Description | |
| 99.1 | Press release of NetApp, Inc. dated April 7, 2014 | |
| 99.2 | Press release of NetApp, Inc. dated April 7, 2014 | |
Exhibit 99.1
NetApp Announces Changes to Board of Directors
SUNNYVALE, Calif. — April 7, 2014— NetApp, Inc. [NTAP], a global leader in providing storage and data management solutions, today announced several changes to its board of directors.
After a twenty-year career at NetApp, where he served previously as CEO and currently as chairman of the board, Dan Warmenhoven has decided to retire from his position and will not seek re-election. Warmenhoven will serve out his current term on the board until the Company’s Annual Meeting of Stockholders in September 2014. Tom Georgens, CEO of NetApp, has been elected chairman of the board and assumes the associated duties effective immediately.
“I want to express my deep appreciation for Dan’s many contributions as chairman of the board at NetApp,” said Georgens. “Dan’s extensive experience has been instrumental to our ongoing efforts to deliver enhanced value to our shareholders. His leadership, commitment and guidance will be missed and I wish him well in his future endeavors.”
“I have greatly appreciated and enjoyed my time leading this board for NetApp,” said Warmenhoven. “During the past twenty years with NetApp, I am always amazed at the drive and dedication of this organization to continue to build a model company and deliver innovative outcomes to partners, customers and shareholders. I look forward to following NetApp’s success well into the future.”
Additionally, Nicholas Moore, lead independent director has announced his intention to retire from the board and will not seek re-election. Michael Nevens will become lead independent director, effective immediately. Moore will serve out his current term on the board until the Company’s Annual Meeting of Stockholders in September 2014, and will facilitate the transition of lead independent director duties to Nevens.
“I would like to thank Nick for his invaluable contributions during his twelve years of service as a member of the NetApp board and our lead independent director,” said Georgens. “His dedication and leadership will be missed and we wish him well. I also appreciate Mike’s willingness to increase his responsibilities on the board as our new lead independent director.”
“I have greatly enjoyed my time with NetApp in service to the Company and its shareholders,” said Moore. “This is an appropriate time for me to make this transition and I am confident that Mike will bring wisdom, discipline and value to the board and the company.”
Nevens was appointed to the NetApp board in December 2009. He serves as a senior advisor to Permira, an international private equity fund. He also serves on the board of directors of Altera and Ciena Corporation. Nevens serves on the board of trustees of the San Jose Museum of Art. He is a member of the Advisory Council of the Mendoza College of Business at the University of Notre Dame, where he has been an adjunct professor of Corporate Governance and Strategy.
About NetApp
NetApp creates innovative storage and data management solutions that deliver outstanding cost efficiency and accelerate business breakthroughs. Our commitment to living our core values and consistently being recognized as a great place to work around the world are fundamental to our long-term growth and success, as well as the success of our pathway partners and customers. Discover our passion for helping companies around the world go further, faster at www.netapp.com.
Press Contact:
Jodi Baumann
Senior Director, Global Communications
408-822-3974
xdl-uspr@netapp.com
NetApp, the NetApp logo, Go further, faster, and Data ONTAP are trademarks or registered trademarks of NetApp, Inc. in the United States and/or other countries. All other brands or products are trademarks or registered trademarks of their respective holders and should be treated as such.
Exhibit 99.2
NetApp Veteran Promoted to President and Head of Go-to-Market Operations
SUNNYVALE, Calif. — April 7, 2014— NetApp, Inc. [NTAP], a global leader in providing storage and data management solutions, today announced that Robert Salmon has been promoted to president and head of Go-to-Market (GTM) Operations. Salmon previously served as executive vice president of worldwide Field Operations for NetApp.
Salmon joined NetApp in 1994 as one of the first members of the sales organization where he laid the groundwork for the sales culture at NetApp; focused on customer success. Since 2004, he has led the sales organization through several game-changing transitions, established long-term technology and GTM partnerships and is a key architect in NetApp’s customer segmentation and selling model.
“Rob is an outstanding leader and has been a major contributor to NetApp’s growth to a $6B company,” said Tom Georgens, CEO of NetApp. “I am confident that Rob’s insight, integrity, and passion will enable the new GTM Operations organization to holistically drive customer success and accelerate growth for NetApp.”
The new GTM Operations organization leverages the strengths of NetApp’s Field Operations, Global Marketing and Customer Success Operations to refine NetApp’s GTM engine. By owning the customer experience —from generating awareness to how NetApp serves and supports customers — the new organization provides the opportunity to more tightly align and execute on the company’s near term opportunities and strategic priorities.
“I am excited about the opportunity to lead this team,” said Salmon. ‘We are building on the strengths and achievements of three customer-centric functions and this new organization ensures we are coordinated in how we leverage our technology leadership and our partner ecosystem to achieve great outcomes for our customers.”
Rob Salmon joined the NetApp sales organization in 1994. Since 2004 he has led Worldwide Field Operations. Prior to joining NetApp, Rob held various sales positions at Sun Microsystems and Data General Corporation. He holds a bachelor of science degree in Computer Science from California State University, Chico. Outside of NetApp Rob enjoys supporting his community and focusing on programs that promote education and wellness.
About NetApp
NetApp creates innovative storage and data management solutions that deliver outstanding cost efficiency and accelerate business breakthroughs. Our commitment to living our core values and consistently being recognized as a great place to work around the world are fundamental to our long-term growth and success, as well as the success of our pathway partners and customers. Discover our passion for helping companies around the world go further, faster at www.netapp.com.
Press Contact:
Jodi Baumann
Senior Director, Global Communications
408-822-3974
xdl-uspr@netapp.com
NetApp, the NetApp logo, Go further, faster, and Data ONTAP are trademarks or registered trademarks of NetApp, Inc. in the United States and/or other countries. All other brands or products are trademarks or registered trademarks of their respective holders and should be treated as such.