NETAPP INC (NTAP)
Sector: Information Technology
2026 Annual Meeting Analysis
NETAPP INC · Meeting: September 9, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Ten (10) Directors
No overboarding concerns (2 public boards), all directors attended 75%+ of meetings, and NTAP's 3-year total shareholder return of +135.9% outperforms the peer group median by +46.8 percentage points, well below the 65-point threshold needed to trigger a vote against for strong positive returns.
No overboarding concerns (1 public board), strong financial expertise as Audit Committee Chair, and the TSR outperformance versus peers clears the policy threshold comfortably.
Joined the board in January 2026 and has served less than 24 months, making him exempt from the TSR performance trigger under policy; his sales and customer operations background is relevant to NetApp's growth strategy.
Serves on 3 public boards (NetApp, Zebra Technologies, International Paper), within the 4-board limit; technology and CEO leadership experience is highly relevant, and the TSR outperformance versus peers clears the policy threshold.
No overboarding concerns (1 public board as of filing), deep data management expertise directly aligned with NetApp's core business, and TSR outperformance versus peers clears the policy threshold.
Serves on 2 public boards (NetApp, Vodafone), well within limits; 30+ years of product and technology leadership is directly relevant, and TSR outperformance versus peers clears the policy threshold.
As CEO-director, subject to the same TSR trigger; NTAP's 3-year return of +135.9% outperforms the peer median by +46.8 percentage points, well below the 65-point trigger threshold for strong positive TSR, so no vote-against applies under the director TSR policy.
No overboarding concerns (1 public board); marketing leadership at Cisco and other enterprise technology companies is directly relevant, and TSR outperformance versus peers clears the policy threshold.
Serves on 2 public boards (NetApp, Freshworks), within the limit; strong financial and operational expertise, and joined in 2025 so tenure is under 24 months, additionally clearing the TSR trigger exemption.
Serves on 3 public boards (NetApp, UiPath, MSCI), within the 4-board limit; her hands-on AI infrastructure experience at Google Cloud is highly relevant to NetApp's strategy, and TSR outperformance versus peers clears the policy threshold.
All ten director nominees receive a FOR vote. NTAP's 3-year total shareholder return of +135.9% outperforms the compensation peer group median by +46.8 percentage points, which is well below the 65-point threshold required to trigger a vote against any director under the strong-positive-TSR band. No director is overboarded, all directors met the 75% attendance requirement, and the board discloses a skills matrix and maintains a fully independent committee structure.
Say on Pay
✓ FORCEO
George Kurian
Total Comp
$23,127,224
Prior Support
93.9%%
CEO total compensation of $23.1 million is substantial for a large-cap technology company of NetApp's size, but the pay structure is heavily weighted toward variable and performance-based pay — 95% of target CEO pay is at-risk, with 65% in performance stock awards tied to relative total shareholder return and billings targets over three years. NetApp delivered record financial results in fiscal 2026, and its 3-year stock return of +135.9% significantly outperforms the compensation peer group median, indicating that above-benchmark incentive pay is consistent with strong shareholder returns. The program includes a comprehensive clawback policy, no tax gross-ups, double-trigger change-of-control vesting, and received 93.9% shareholder support in 2025, all of which are positive governance signals.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$7,700,000
Non-Audit Fees
$2,600,000
Non-audit fees (tax services of $2.6 million) represent approximately 34% of audit fees ($7.7 million), which is well below the 50% threshold that would raise independence concerns. No material restatements were identified, Deloitte is a Big 4 firm appropriate for a $34 billion market cap company, and auditor tenure was not disclosed so no tenure trigger can fire. All services were pre-approved by the Audit Committee.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Stockholder Proposal – Shareholder Right to Act by Written Consent
John Chevedden is a credible individual governance activist whose proposals generally deserve serious consideration, but in this case NetApp already provides shareholders the right to act by written consent — a right adopted in 2021 with 98% shareholder support following extensive stockholder engagement. The current proposal goes further by seeking to remove procedural safeguards (such as the 60-day solicitation window and the requirement to solicit all shareholders) that protect ordinary shareholders from short-term actors who borrow shares without long-term economic interest in the company. While the 25% ownership threshold for initiating the process is on the restrictive end of market practice, the overall written consent framework at NetApp is meaningfully more permissive than the approximately 69% of S&P 500 companies that prohibit written consent entirely, and the board's other governance features — annual director elections, majority voting, proxy access, an independent board chair, and a special meeting right — provide adequate shareholder accountability without the risks created by an unrestricted consent process.
Overall Assessment
NetApp's 2026 annual meeting is a straightforward ballot with no significant governance concerns. The company's strong stock performance — a 3-year total shareholder return of +135.9% that outperforms its compensation peer group by nearly 47 percentage points — supports both the full director slate and the executive pay program, which is predominantly performance-based and received 93.9% shareholder support in 2025. The only contested item is a stockholder proposal from governance activist John Chevedden seeking to remove procedural safeguards from NetApp's existing written consent right, which warrants a vote against because the company already provides the underlying right and the safeguards being targeted protect ordinary shareholders from short-term actors.
Compensation Peer Group
11 companies disclosed in 2026 proxy filing