Business Context and Reporting Period
Company: NetScout Systems, Inc.
Filing Type: Form 8-K (Current Report)
Date of Report: September 10, 2025
Event: 2025 Annual Meeting of Stockholders
Key Financial Metrics
This filing is a current report regarding corporate governance and stockholder voting results. It does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics.
Material Changes and Voting Results
Stockholders approved several key matters at the 2025 Annual Meeting. As of the record date (July 14, 2025), 72,418,147 shares were outstanding.
- Equity Plan Amendment: Stockholders approved an amendment to the 2019 Equity Incentive Plan, increasing the authorized share pool by 3,500,000 shares. The plan became effective immediately.
- Director Elections: Robert E. Donahue, John R. Egan, Marlene Pelage, and Anil K. Singhal were elected as Class II directors for three-year terms.
- Executive Compensation: Stockholders approved the advisory vote on named executive officer compensation.
- Auditor Ratification: PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the fiscal year ending March 31, 2026.
Voting Summary Table
| Proposal | For | Against | Abstain/Withheld | Broker Non-Votes |
|---|---|---|---|---|
| Election of Directors (Class II) | Varied by candidate | N/A | Varied by candidate | 5,879,582 |
| Executive Compensation (Say-on-Pay) | 51,034,391 | 7,875,187 | 54,172 | 5,879,582 |
| Amended 2019 Equity Plan | 44,952,926 | 13,990,851 | 19,973 | 5,879,582 |
| Ratification of Auditors | 59,160,823 | 5,611,662 | 70,847 | 0 |
Guidance, Outlook, and Risks
This filing does not provide financial guidance, management outlook, risk factors, or contingencies. It strictly reports on the outcomes of the stockholder vote.
Investor Verification Checklist
- Verify the impact of the 3,500,000 share increase on potential future dilution by reviewing the full text of the Amended 2019 Plan (Appendix B to the Proxy Statement).
- Review the Definitive Proxy Statement (Schedule 14A) filed on July 25, 2025, for detailed compensation data and director biographies.
- Confirm the specific voting percentages for individual director candidates, as the filing lists raw vote counts rather than percentages.