NetApp, Inc. Amends Charter and Bylaws — Adds Officer Exculpation

What Happened

• NetApp, Inc. (NTAP) filed an 8-K reporting that its stockholders approved an Amended and Restated Certificate of Incorporation that provides officer exculpation to the fullest extent permitted by the Delaware General Corporation Law. The Amended and Restated Certificate was filed with the Delaware Secretary of State and became effective on September 10, 2026.
• In connection with its periodic governance review, NetApp’s Board adopted Amended and Restated Bylaws effective September 9, 2026, implementing clarifications and updates to meeting authority, share transfer procedures, indemnification and insurance provisions, and other conforming revisions. The 8‑K was signed by Elizabeth O’Callahan on September 11, 2026.

Key Details

• Officer exculpation added via Amended and Restated Certificate of Incorporation; effective upon filing in Delaware on September 10, 2026.
• Board adopted Amended and Restated Bylaws effective September 9, 2026.
• Bylaw changes include: clarifying that the presiding officer at stockholder meetings is supervised by the Board; narrowing the definition of “Stockholder Associated Person”; clarifying transfer procedures for certificated and uncertificated shares; allowing committee charters/resolutions to supersede inconsistent bylaw provisions; restricting indemnification settlements without the Company’s written consent and adding subrogation rights; and confirming insurance for indemnification may include coverage through a captive insurer.
• Full texts of the Amended and Restated Certificate of Incorporation and Bylaws are attached to the filing as Exhibits 3.1 and 3.2.

Why It Matters

• These amendments change NetApp’s governance and legal framework: officer exculpation can limit monetary liability of officers for certain actions, and the indemnification and settlement rules affect how legal claims and defenses are handled.
• For investors, the updates are primarily corporate-governance related (not financial results) and could influence the company’s risk allocation and governance oversight. Retail investors who follow governance, litigation risk, or proxy issues may want to review the full charter and bylaws (Exhibits 3.1 and 3.2) for details.