{"url_path":"/sec/ntap/8-k/2026-09-11/item-5-03","section_key":"item-5-03","section_title":"Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-09-11","source_url":"https://www.sec.gov/Archives/edgar/data/1002047/0001193125-26-389273-index.html","accession_number":"0001193125-26-389273","cik":"0001002047","ticker":"NTAP","issuer_name":"NetApp, Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1002047/0001193125-26-389273-index.html","primary_entity_key":"0001002047","primary_entity_name":"NetApp, Inc."},"word_count":361,"has_tables":true,"body_markdown":"## Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.\n\n(a)\n\nAmendment and Restatement of Certificate of Incorporation\n\nAs reported below in Item 5.07 to this Current Report on Form 8-K, on September 9, 2026 at the 2026 annual meeting of stockholders (the “Annual Meeting”) of NetApp, Inc. (the “Company”), the holders of the Company’s common stock approved an amended and restated certificate of incorporation (the “Amended and Restated Charter”), which provides for officer exculpation to the fullest extent permitted by the Delaware General Corporation Law. On September 10, 2026, the Company filed the Amended and Restated Charter with the Secretary of the State of Delaware, and it became effective upon filing.\n\nThe foregoing is qualified in its entirety by reference to the full text of the Amended and Restated Charter, a copy of which is attached as Exhibit 3.1 and is incorporated herein by reference.\n\n \n\nAmendment and Restatement of Bylaws\n\nOn and effective as of September 9, 2026, in connection with its periodic review of the Company’s governance documents, the Company’s Board of Directors (the “Board”) adopted amended and restated bylaws (the “Amended and Restated Bylaws”), which among other things:\n\n \n\n•\nclarify that the presiding officer’s authority at stockholder meetings is expressly subject to the supervision of the Board;\n\n•\nnarrow the definition of “Stockholder Associated Person”;\n\n•\nclarify the transfer procedures for both certificated and uncertificated shares;\n\n•\nclarify that committee charters and resolutions may supersede bylaws provisions where inconsistent;\n\n•\nprovide that the Company shall not be liable to indemnify any person for amounts paid in settlement of any proceeding without the Company’s written consent;\n\n•\nprovide for the Company’s subrogation rights for indemnification payments;\n\n•\nupdate the provisions regarding action by written consent of the Board;\n\n•\nclarify that insurance maintained by the Company for purposes of indemnification may include insurance provided directly or indirectly through a captive insurance company; and\n\n•\nmake other non-substantive and conforming revisions and clarifications.\n\nThe foregoing is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.2 and is incorporated herein by reference."}