NetScout Systems Approves Equity Plan Share Increases at 2026 Meeting

What Happened

• NetScout Systems, Inc. (NTCT) filed an 8‑K on September 11, 2026 reporting results of its September 9, 2026 annual meeting. Stockholders approved amendments to the 2019 Equity Incentive Plan (adding 3,500,000 shares) and to the Amended & Restated 2011 Employee Stock Purchase Plan (adding 4,000,000 shares). Both amendments became effective immediately upon approval.
• The meeting also re-elected three Class III directors (Joseph G. Hadzima, Jr.; Christopher Perretta; Marlene Pelage), approved the advisory say-on-pay proposal, and ratified KPMG LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2027.

Key Details

• Share increases approved: 2019 Equity Incentive Plan +3,500,000 shares; 2011 Employee Stock Purchase Plan +4,000,000 shares (total additional authorization = 7,500,000 shares).
• Shares outstanding (record date July 13, 2026): 72,701,797. The 7.5M added shares represent roughly a 10.3% increase relative to that number.
• Voting highlights:
  • Amended 2019 Plan: For 45,428,891; Against 17,623,992; Abstain 31,828; Broker non‑votes 4,674,564.
  • Amended 2011 Purchase Plan: For 62,292,690; Against 780,665; Abstain 11,356; Broker non‑votes 4,674,564.
  • Say‑on‑pay (advisory): For 56,015,557; Against 7,032,636; Abstain 36,518; Broker non‑votes 4,674,564.
  • Director elections: Hadzima For 49,692,666; Perretta For 56,067,113; Pelage For 61,406,148 (each with broker non‑votes 4,674,564).
  • Auditor ratification (KPMG): For 67,476,559; Against 219,775; Abstain 62,941.
• Board previously approved both plan amendments (subject to stockholder approval) on May 28, 2026 and July 21, 2026; they became effective upon stockholder approval.

Why It Matters

• The approved share increases expand the company’s pool for stock-based compensation and employee purchase, which supports hiring, retention and incentive programs but also increases potential share dilution. The additional 7.5M shares equal about a 10.3% increase versus outstanding shares at the record date.
• Investors should note the vote tallies (strong support for the ESPP increase and mixed support for the equity incentive increase) and that governance matters—including director elections, say‑on‑pay and auditor ratification—were resolved at the meeting.