NetScout Systems, Inc. filed an 8-K on September 11, 2026, disclosing the results of its 2026 annual meeting of stockholders held on September 9, 2026, including director elections, advisory compensation approval, equity plan amendments, and auditor ratification.

Key Highlights

  • Director elections: Stockholders elected Joseph G. Hadzima, Jr., Christopher Perretta, and Marlene Pelage as Class III directors, each to serve a three-year term until the 2029 annual meeting.
  • Equity plan expansion: Stockholders approved an increase of 3,500,000 shares authorized under the Company's 2019 Equity Incentive Plan, as amended.
  • Employee stock purchase plan: Stockholders approved an increase of 4,000,000 shares authorized under the Amended and Restated 2011 Employee Stock Purchase Plan, as amended.
  • Say-on-pay vote: Named executive officer compensation was approved on an advisory basis, with 56,015,557 votes for and 7,032,636 against.
  • Auditor ratified: KPMG LLP was ratified as independent registered public accounting firm for the fiscal year ending March 31, 2027, with 67,476,559 votes for.
  • Record date shares: As of July 13, 2026, 72,701,797 shares of common stock were issued and outstanding.

NetScout Systems 2026 Annual Meeting: Voting Results and Plan Amendments

According to the filing, NetScout Systems, Inc. (NASDAQ:NTCT) held its 2026 annual meeting of stockholders on September 9, 2026. Three Class III directors were elected to serve until the 2029 annual meeting. The voting results for each nominee were: Joseph G. Hadzima, Jr. received 49,692,666 votes for and 13,392,045 withheld; Christopher Perretta received 56,067,113 for and 7,017,598 withheld; and Marlene Pelage received 61,406,148 for and 1,678,563 withheld. Each election also carried 4,674,564 broker non-votes.

The filing also disclosed that stockholders approved two equity-related plan amendments. The amendment to the 2019 Equity Incentive Plan adds 3,500,000 shares to the aggregate authorized for issuance. The Board had approved this amendment on July 21, 2026, subject to stockholder approval, and the plan became effective immediately upon stockholder approval at the meeting. The amendment to the 2011 Employee Stock Purchase Plan adds 4,000,000 shares. The Board had approved that amendment on May 28, 2026, also subject to stockholder approval, and it likewise became effective immediately. The 2019 plan amendment passed with 45,428,891 votes for, 17,623,992 against, and 31,828 abstentions. The 2011 purchase plan amendment passed with 62,292,690 votes for, 780,665 against, and 11,356 abstentions.

On the advisory say-on-pay resolution, the named executive officer compensation was approved with 56,015,557 votes for, 7,032,636 against, and 36,518 abstentions. The ratification of KPMG LLP as independent auditor for the fiscal year ending March 31, 2027, passed with 67,476,559 votes for, 219,775 against, and 62,941 abstentions, with no broker non-votes recorded on that item, according to the filing.

What Was Disclosed

NetScout Systems reported the outcomes of five matters voted on at its September 9, 2026 annual meeting, covering director elections, advisory pay approval, two equity plan share increases, and auditor ratification. All five proposals passed.