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):   January 31, 2020

NetApp, Inc.

(Exact name of Registrant as specified in its charter)

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):

Securities registered pursuant to Section 12(b) of the Act:

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 Direcetor

On January 31, 2020, NetApp, Inc.’s board of directors (the “Board”) approved an increase in the number of authorized directors on the Board from seven (7) to eight (8) and appointed Deepak Ahuja as a member of the Board to fill the vacancy created thereby.

There are no arrangements or understandings between Mr. Ahuja, on the one hand, and NetApp, Inc. (“the Company”) or any other persons, on the other hand, pursuant to which Mr. Ahuja was selected as a director. There are no related party transactions between the Company and Mr. Ahuja (or any immediate family member thereof) requiring disclosure under Item 404(a) of Regulation S-K. Mr. Ahuja does not have any family relationships with any of the Company’s directors or executive officers.

Mr. Ahuja will serve as a member of the Audit Committee.

As a non-employee director, Mr. Ahuja will participate in the non-employee director compensation arrangements described in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on August 2, 2019. 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 Quarterly Report on Form 10-Q for the period ending on July 25, 2014, as filed with the SEC on August 28, 2014.

A copy of the Company’s press release announcing the appointment of Mr. Ahuja to the Board is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference.

Item 9.01     Financial Statements and Exhibits.

(d) Exhibits.

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.