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Get filing alertsNetScout stockholders approve 7.5M share increase to equity incentive and employee stock purchase plans
Filed September 11, 2026 · Period ending September 9, 2026 · ~1 min read
Key Changes
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Stockholders approved adding 3.5M shares to the 2019 Equity Incentive Plan, effective immediately upon approval at the 2026 Annual Meeting.
Item 5.02 verify on EDGAR → -
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Stockholders approved adding 4M shares to the Amended and Restated 2011 Employee Stock Purchase Plan, effective immediately upon approval.
Item 5.02 verify on EDGAR → -
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The Amended 2019 Plan passed with 72.0% of votes cast in favor (45,428,891 for, 17,623,992 against), the lowest support among ballot items.
Item 5.07 verify on EDGAR → -
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Say-on-pay passed with 88.8% support (56,015,557 for, 7,032,636 against).
Item 5.07 verify on EDGAR → -
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All three Class III directors were elected; Joseph G. Hadzima, Jr. received the lowest support at 78.8% of votes cast.
Item 5.07 verify on EDGAR →
Summary
NetScout Systems held its 2026 Annual Meeting on September 9, 2026, where stockholders approved amendments to the company's equity incentive plan and employee stock purchase plan, adding 3.5 million and 4 million shares respectively. The amendments had been previously approved by the Board of Directors, subject to stockholder approval, and became effective immediately upon approval at the meeting.
The equity plan amendment received the lowest support among ballot items at 72.0% of votes cast, with 28.0% voting against. While this is a notable level of opposition, it still represents a clear majority in favor. The employee stock purchase plan amendment passed with overwhelming support at 98.8%.
Say-on-pay passed with 88.8% support, and all three director nominees were elected, with the lowest support at 78.8% for Joseph G. Hadzima, Jr. For retail investors, the approval of these share increases means potential dilution from future equity awards and employee stock purchases, though the plans are standard compensation mechanisms. The relatively lower support for the equity plan amendment may reflect some shareholder concern about dilution, but the overall results indicate broad approval of the company's governance and compensation practices.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
NETSCOUT reports 2026 annual meeting results: 3 directors elected, say-on-pay, equity plans, and KPMG ratification approved.
Added in current filing · verify on EDGAR →
Joseph G. Hadzima, Jr. 49,692,666 | 13,392,045 | 4,674,564
All three Class III director nominees were elected. Hadzima received the lowest support at 49,692,666 for votes (78.8% of votes cast), while Pelage received the highest at 61,406,148 for votes (97.3% of votes cast).
Added in current filing · verify on EDGAR →
56,015,557 | 7,032,636 | 36,518 | 4,674,564
The advisory vote on executive compensation passed with 56,015,557 votes for (88.8% of votes cast) and 7,032,636 against (11.2% of votes cast).
Added in current filing · verify on EDGAR →
45,428,891 | 17,623,992 | 31,828 | 4,674,564
The Amended 2019 Plan was approved with 45,428,891 votes for (72.0% of votes cast) and 17,623,992 against (28.0% of votes cast). This is the lowest-support item on the ballot, with opposition above 20%.
Show 2 minor / wording changes
Added in current filing · verify on EDGAR →
62,292,690 | 780,665 | 11,356 | 4,674,564
The Amended 2011 Purchase Plan was approved with 62,292,690 votes for (98.8% of votes cast) and 780,665 against (1.2% of votes cast).
Added in current filing · verify on EDGAR →
67,476,559 | 219,775 | 62,941 | 0
KPMG LLP was ratified as independent auditor for fiscal year ending March 31, 2027 with 67,476,559 votes for (99.6% of votes cast) and 219,775 against (0.3% of votes cast).
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Figures/quotes linked to EDGAR · Narrative written by AI · Sep 14, 2026 · How we verify