8-K current report · filed Sep 11, 2026

NETSCOUT SYSTEMS INC (NTCT) 8-K Current Report: September 11, 2026

Item 5.02Item 5.07NTCT overview

Short answer

NETSCOUT SYSTEMS INC (NTCT) filed an 8-K current report with the SEC on September 11, 2026 reporting Item 5.02 (Departure/Election of Directors or Officers), Item 5.07 (Submission of Matters to a Vote of Security Holders). Shareholders approved 3,500,000 additional shares for the 2019 Equity Incentive Plan.

NETSCOUT SYSTEMS INC 8-K event analysis

AI summary of each reported item and its exhibits

Item 5.02 · Departure/Election of Directors or Officers

  • Shareholders approved 3,500,000 additional shares for the 2019 Equity Incentive Plan
  • Expanded equity pool increases potential dilution and supports employee retention
  • Shareholders approved 4,000,000 additional shares for the 2011 Employee Stock Purchase Plan
  • Expanded purchase-plan capacity broadens employee stock ownership but increases dilution risk
  • Both amendments became effective immediately on September 9, 2026

Item 5.07 · Submission of Matters to a Vote of Security Holders

  • Stockholders elected Hadzima, Perretta, and Pelage as Class III directors through the 2029 annual meeting
  • Director support varied materially, with Pelage receiving 61,406,148 votes versus Hadzima’s 49,692,666
  • Executive compensation received advisory approval, with 56,015,557 votes for and 7,032,636 against
  • Amended 2019 Plan approved narrowly, with 45,428,891 votes for versus 17,623,992 against
  • Amended 2011 Purchase Plan and KPMG appointment approved overwhelmingly, including 67,476,559 votes supporting KPMGալական

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