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): August 19, 2009
NETAPP, INC.
(Exact name of Registrant as specified in its charter)
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| Delaware
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0-27130
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77-0307520 |
| (State or other jurisdiction of
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(Commission
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(I.R.S. Employer |
| incorporation)
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File Number)
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Identification Number) |
495 East Java Drive
Sunnyvale, CA 94089
(Address of principal executive offices) (Zip Code)
(408) 822-6000
(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 obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
Appointment of Certain Officers
Effective August 19, 2009, the Board of Directors of NetApp, Inc. (the “Company”) appointed
Thomas Georgens, 49, as Chief Executive Officer and President of the Company (including principal
executive officer and principal operating officer), to succeed Daniel J. Warmenhoven and appointed
Mr. Warmenhoven, 58, to serve in the newly created position of Executive Chairman. Mr. Warmenhoven
will continue to serve as Chairman of the Board of Directors of the Company, and Mr. Georgens will
continue to serve as a member of the Board of Directors of the Company. As the Executive Chairman,
Mr. Warmenhoven will remain an “officer” for purposes of Rule 16a-1(f) of the Securities Exchange
Act of 1934, as amended, and therefore subject to the filing requirements of Section 16(a) of the
Exchange Act. These management changes are the result of a management succession process.
Mr. Georgens had been Chief Operating Officer and President of the Company since February
2008. Mr. Georgens joined the Company in October 2005 as executive vice president and general
manager of Enterprise Storage Systems and was named executive vice president of Product Operations
in January 2007. Before joining the Company, Mr. Georgens worked for nine years at Engenio, a
subsidiary of LSI Corporation, the last two years as Chief Executive Officer. He has also served in
various other positions, including President of LSI Corporation Storage Systems and Executive Vice
President of LSI Corporation.
There are no family relationships between Messrs. Georgens or Warmenhoven with any other
executive officers of the Company or members of the Board of Directors.
A copy of the press release announcing these officer appointments is filed with this Form 8-K
and attached hereto as Exhibit 99.1.
Compensatory Arrangements of Certain Officers
In connection with the appointment of Messrs. Georgens and Warmenhoven to their positions as
Chief Executive Officer and Executive Chairman of the Company, respectively, the Compensation
Committee of the Board of Directors approved the following compensation packages for fiscal 2010
for the two executive officers:
Effective as of August 19, 2009, Mr. Georgens’ new base annual salary is $825,000 and his
target incentive compensation award (expressed as a percentage of his annual base salary) is 130%.
In addition, on September 15, 2009, Mr. Georgens will be granted a stock option to purchase 650,000
shares of Company common stock under the Company’s 1999 Stock Option Plan.
Effective as of August 19, 2009, Mr. Warmenhoven’s new annual base salary is $450,000 and his
target incentive compensation award (expressed as a percentage of his annual base salary) is 110%.
Other than as indicated herein, the compensation arrangements for Mr. Georgens and Mr.
Warmenhoven remain the same.
Change of Control Severance Agreements
On August 19, 2009, the Company entered into Amended and Restated Change of Control Severance
Agreements (each an “Agreement” and collectively the “Agreements”) with each of Mr. Georgens and
Mr. Warmenhoven (each an “Executive”). The Agreements supersede the Change of Control Severance
Agreement entered into between each Executive and the Company dated June 19, 2008. The severance
provisions of the Agreements are described below. The complete terms of the Agreements can be
found in the Agreements themselves, which will be filed as exhibits to the Company’s Quarterly
Report on Form 10-Q for the period ending October 30, 2009.
If the Company terminates an Executive without Cause (as such term is defined in the
Agreement) or if the Executive resigns for Good Reason (as such term is defined in the Agreement),
and such termination occurs within twelve (12) months after a Change of Control, then subject to
the terms of the Agreement each Executive will receive the following: