SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the registrant þ
Filed by a party other than the registrant  o
Check the appropriate box:
 	o	 	Preliminary proxy statement	
 	 	 	 	
 	o	 	Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))	
 	 	 	 	
 	o	 	Definitive proxy statement	
 	 	 	 	
 	þ	 	Definitive additional materials	
 	 	 	 	
 	o	 	Soliciting material pursuant to §240.14a-12	
NETAPP, INC.
 
(Name of Registrant as Specified in Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
 	þ	 	No fee required	
 	 	 	 	
 	o	 	Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.	

 	(1)	 	Title of each class of securities to which transaction applies:	
 	 	 	 	
 	(2)	 	Aggregate number of securities to which transaction applies:	
 	 	 	 	
 	(3)	 	Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):	
 	 	 	 	
 	(4)	 	Proposed maximum aggregate value of transaction:	
 	 	 	 	
 	(5)	 	Total fee paid:	

 	o	 	Fee paid previously with preliminary materials.	
 	 	 	 	
 	o	 	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.	

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On March 23, 2009, NetApp, Inc. (the “Company”) filed a Definitive Proxy Statement for a Special Meeting of Stockholders to be held on April 21, 2009 (the “Proxy Statement”), which, among other things, contains a proposal to be submitted to the Company’s stockholders to approve a one-time option exchange program (the “Option Exchange Program”) pursuant to which employees of the Company (excluding executives and directors) who hold certain options to purchase shares of the Company’s common stock (such options, “eligible options”) will be given the opportunity to exchange such eligible options for restricted stock units.
The attached additional soliciting materials were first disseminated by the Company on the evening of March 31, 2009 in connection with the proposed Option Exchange Program.
Important Additional Information
As noted above, the Company filed the Proxy Statement with the Securities Exchange Commission (the “SEC”) on March 23, 2009 in connection with the proposed Option Exchange Program. STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER RELEVANT SOLICITATION MATERIALS FILED BY THE COMPANY WITH THE SEC BECAUSE SUCH MATERIALS CONTAIN IMPORTANT INFORMATION. Stockholders may obtain a free copy of the Proxy Statement and other materials filed by the Company with the SEC at the SEC’s website at www.sec.gov or by contacting the Compensation Group at NetApp, Inc., 495 East Java Dr., Sunnyvale, CA 94089.

 

Presentation to Investors: Option-for-RSU Exchange Shareholder meeting date: April 21, 2009	

 

Proxy Proposal 16b Officers and Directors are excluded Options granted less than one year from date of exchange are ineligible Options below $22.00 are ineligible All RSUs granted in the exchange are subject to re-vesting periods To approve a one-time stock option-for-RSU exchange program and an amendment to our stock option plans to facilitate this exchange	

 

Rationale To restore retention and motivation incentives, as our employees are essential to our success To reduce our overhang Employees at the "best company to work for" are, and will continue to be, in high demand due to their capabilities and positive cultural aspects of their work style 94% of employees have options underwater* * As of February 28, 2009	

 

Commitment to Shareholders Assuming that all eligible shares are exchanged: Approx 38.3 million shares would be returned Approx 5.6 million RSUs would be granted NetApp will cancel approx 29 million options - significantly reducing overhang NetApp will not ask for additional shares to be added to the equity pool in FY2010	

 

Pre-Exchange Data as of February 28, 2009 Shares available for grant Includes 5,179,472 full-value awards available Outstanding Options and RSUs Weighted average price Weighted average term Full-value awards outstanding 14,994,711 68,790,063 $28.90 4.64 years 5,656,354	

 

Projected Post-Exchange Data* Shares available for grant Includes 6,229,472 full-value awards available Options outstanding Weighted average price Weighted average term Full-value awards outstanding * Base data as of February 28, 2009; does not reflect other activity (i.e., grants or forfeitures) prior to the exchange. Assumes information as to the number of eligible options which is subject to change prior to the actual tender offer, and 100% participation in the exchange. 18,494,711 30,419,207 $20.23 4.15 years 11,280,745	

 

Exchange Information Range of Exercise Prices Outstanding Options Weighted Average Exercise Price for Each Tier Weighted Average Remaining Life in Years for Each Tier1 Proposed Exchange Ratio Option Tier 1 $22.00 to $27.30 11,144,849 $23.90 5.38 5.00 to 1 Option Tier 2 $27.31 to $32.49 9,437,505 $30.46 5.49 6.00 to 1 Option Tier 3 $32.50 to $37.99 7,327,753 $34.28 5.36 7.00 to 1 Option Tier 4 $38.00 to $46.99 5,954,201 $40.20 4.25 10.00 to 1 Option Tier 5 $47.00 And Up 4,506,548 $67.92 1.15 25.00 to 1	

 

8 (c) Network Appliance 2007 Basic TSO Fully Diluted TSO (Treasury Method) Stock Buyback Total Share Grants (Options and RSU's) Net Share Grants Net % of Basic TSO FY 2005 361M 380M 7.7M 12.1M 9.1M 2.5% FY 2006 371M 388M 17.4M 16.3M 12.1M 3.3%* FY 2007 371M 388M 22.7M 14.6M 11.5M 3.1%* FY 2008 352M 361M 33.0M 15.6M 10.7M 3.0%* FY 2009 331M TBD 17.0M 10.8M 6.8M 2.1% Stock & Equity Grant Summary * includes impact of Decru acquisition of 0.5% FY06 and 0.3% from Topio in FY07 and FY08 As of: Feb 28	

 

9 Thank you for your consideration.