8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): September 10, 2020

NETSCOUT SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)


000-26251		04-2837575
(Commission File Number)		(IRS Employer Identification No.)

310 Littleton Road Westford, Massachusetts		01886
(Address of principal executive offices)		(Zip Code)

(978) 614-4000

(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 obligations of the registrant under any of the following provisions:

☐	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))

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock

NTCT

Nasdaq Global Select Market

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.

On September 10, 2020, NetScout Systems, Inc. (the “Company”) held its 2020 annual meeting of stockholders (the “2020 Annual Meeting”). At the 2020 Annual Meeting, the Company’s stockholders approved the amendment and restatement of the Company’s 2019 Equity Incentive Plan (the “Amended and Restated 2019 Plan”) to, among other things, increase the aggregate number of shares authorized for issuance thereunder by 4,700,000 shares of common stock. The Company’s board of directors (the “Board”) previously approved the Amended and Restated 2019 Plan, subject to stockholder approval, on June 23, 2020. The Amended and Restated 2019 Plan became effective immediately upon stockholder approval at the 2020 Annual Meeting.

A more detailed summary of the material features of the Amended and Restated 2019 Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A for the 2020 Annual Meeting filed with the Securities and Exchange Commission on July 22, 2020 (the “Proxy Statement”) under the caption “Proposal 2: Approval of an Amendment and Restatement of the 2019 Equity Incentive Plan.”

Item 5.07.

Submission of Matters to a Vote of Security Holders.

As referenced above, on September 10, 2020, the Company held its 2020 Annual Meeting. As of July 17, 2020, the record date for the 2020 Annual Meeting, 72,455,152 shares of the Company’s common stock were issued and outstanding. A summary of the matters voted upon by stockholders is set forth below.

The Company’s stockholders elected each of Joseph G. Hadzima, Jr., Christopher Perretta and Susan L. Spradley as Class III directors of the Company with each director to serve a three-year term until the Company’s 2023 annual meeting of stockholders. The voting results were as follows:


	Votes For		Withheld		Broker Non-Votes
Joseph G. Hadzima, Jr.		48,169,742		16,626,554		2,951,417
Christopher Perretta		61,407,393		3,388,903		2,951,417
Susan L. Spradley		62,950,078		1,846,218		2,951,417

The Company’s stockholders approved an amendment and restatement of the NetScout Systems, Inc. 2019 Equity Incentive Plan to, among other things, increase the number of shares authorized for issuance under the plan by 4,700,000 shares. The voting results were as follows:


Votes For	Votes Against	Abstain	Broker Non-Votes
59,104,378	5,649,511	42,407	2,951,417

The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2021. The voting results were as follows:


Votes For	Votes Against	Abstain	Broker Non-Votes
64,723,889	2,895,977	127,847	0

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The voting results were as follows:


Votes For	Votes Against	Abstain	Broker Non-Votes
60,623,883	4,026,272	146,141	2,951,417

Document and Entity Information	Sep. 10, 2020
Cover [Abstract]
Entity Registrant Name	NETSCOUT SYSTEMS INC
Amendment Flag	false
Entity Central Index Key	0001078075
Document Type	8-K
Document Period End Date	Sep. 10, 2020
Entity Incorporation State Country Code	DE
Entity File Number	000-26251
Entity Tax Identification Number	04-2837575
Entity Address, Address Line One	310 Littleton Road
Entity Address, City or Town	Westford
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01886
City Area Code	(978)
Local Phone Number	614-4000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock
Trading Symbol	NTCT
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

Document and Entity Information

Sep. 10, 2020

Cover [Abstract]

Entity Registrant Name

NETSCOUT SYSTEMS INC

Amendment Flag

false

Entity Central Index Key

0001078075

Document Type

8-K

Document Period End Date