NETSCOUT SYSTEMS, INC. (NASDAQ:NTCT) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07.
On September19, 2017, NetScout Systems, Inc. (the “Company”) held its 2017 annual meeting of stockholders (the “2017 Annual Meeting”). As of July21, 2017, the record date for the 2017 Annual Meeting, 89,538,118 shares of the Company’s common stock were issued and outstanding. A summary of the matters voted upon by stockholders is set forth below.
| 1. | The Company’s stockholders elected each of Joseph G. Hadzima, Jr. and Christopher Perretta as Class III directors of the Company with each director to serve a three-year term until the Company’s 2020 annual meeting of stockholders. The voting results were as follows: |
|
Votes For |
Withheld |
BrokerNon-Votes |
|
|
Joseph G. Hadzima, Jr. |
67,748,845 | 5,008,212 | 4,704,597 |
|
Christopher Perretta |
67,788,372 | 4,968,685 | 4,704,597 |
| 2. | The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending March31, 2018. The voting results were as follows: |
|
Votes For |
VotesAgainst |
Abstain |
BrokerNon-Votes |
| 76,921,261 | 389,501 | 150,892 |
| 3. | The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Company’s definitive proxy statement for the 2017 Annual Meeting, filed with the Securities and Exchange Commission on July28, 2017 (the “Proxy Statement”). The voting results were as follows: |
|
Votes For |
VotesAgainst |
Abstain |
BrokerNon-Votes |
| 69,038,542 | 3,693,030 | 25,485 | 4,704,597 |
| 4. | The Company’s stockholders approved, on an advisory basis, “ONE year” as the preferred frequency of the stockholders’ advisory vote on the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. |
| In light of the voting results concerning the preferred frequency of the stockholders’ approval of the compensation of the Company’s named executive officers, as set forth in the Proxy Statement (Proposal 4), the Company will include a stockholder vote on the compensation of its named executive officers in its proxy materials annually until the next required advisory vote on the frequency of stockholder advisory votes on the compensation of the Company’s named executive officers. The voting results were as follows: |
|
ONE Year |
TWO Years |
THREE Years |
Abstain |
BrokerNon-Votes |
| 62,619,525 | 16,924 | 10,080,459 | 40,149 | 4,704,597 |
With sadness, we note that our friend, colleague, and director, Victor DeMarines, who served more than 13 years on the Company’s Board of Directors (the “Board”), recently passed away. His tenure on the Company’s Board was distinguished by service on the Board’s Compensation Committee and Nominating and Corporate Governance Committee, and as chairman of the Board’s Finance Committee. He was a trusted, dedicated and highly valued board member, and he is missed on a professional and personal level by all of us at NetScout.
About NETSCOUT SYSTEMS, INC. (NASDAQ:NTCT)
NetScout Systems, Inc. (NetScout) provides operational intelligence and performance analytics for service assurance and cyber security solutions. The Company’s solutions are used in various service provider, enterprise and government networks. Its nGenius and Infinistream technologies, along with certain product lines from the acquired businesses, enable information technology (IT) organizations to manage service delivery quality, and identify and address business service performance issues and security threats. The Company’s manufacturing operations consist of final product assembly, configuration and testing. The Company’s nGeniusONE Service Assurance Solution is used to support NetScout’s enterprise, service provider and government customers. The Company’s Intelligent Data Sources, marketed under the Infinistream brand, provide collection and analysis of high-volume packet-flow data from across the network that is displayed through the nGeniusONE Service Assurance Solution.