UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. 1)
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material Pursuant to § 240.14a-12 |
NETAPP,
INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box)
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No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Title of each class of securities to which transaction applies: |
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Aggregate number of securities to which transaction applies: |
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
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Fee paid previously with preliminary materials: |
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or Schedule and the date of its filing. |
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Amount previously paid: |
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Form, Schedule or Registration Statement No.: |
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Pursuant to discussions with Institutional Shareholder Services concerning its vote
recommendation on Proposal No. 2 in our Proxy Statement for our Annual Meeting of Stockholders to
be held on September 2, 2008, we are providing the following additional information with respect to
Proposal No. 2.
Under the terms of our 1995 Stock Option Plan (the 1995 Plan) our nonemployee directors are
eligible to participate in all equity programs under the 1995 Plan. Historically we have made
grants to nonemployee directors under the discretionary option grant program in order to compensate
them for responsibilities such as committee service or chairmanship, as well as the automatic
option grant program in order to compensation them for service as a director. However, our 1995
Plan expires on August 31, 2008, and thereafter no further grants will be made out of this plan.
In order to permit us to continue to have sufficient flexibility to structure the equity component
of director compensation, we are asking our stockholders to approve the amendment to the 1999 Stock
Option Plan (the 1999 Plan) so that our nonemployee directors will remain eligible to participate
in all available equity programs. Although the nonemployee directors would be eligible for all
equity programs under the 1999 Plan if the proposal is approved, we do not currently have any plans
to grant in excess of our historical levels to compensate for committee service or chairmanship or
to use the Discretionary Option Grant Program as a means to supplement or increase the number of
shares our nonemployee directors receive under the Automatic Option Grant Program for compensation
as a director.