Netscout Systems Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three Class III directors (Joseph G. Hadzima, Jr.; Christopher Perretta; Marlene Pelage), each to serve a three-year term until the 2029 Annual Meeting and until their successors are duly elected and qualified.

2. 2

   Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Advisory (non-binding) approval of the compensation of the named executive officers as disclosed in the proxy statement (say-on-pay).

   More detail

   This advisory proposal asks shareholders to approve, on a non-binding basis, the Company’s disclosed executive compensation for named executive officers (the ‘say-on-pay’ vote). Management is seeking this advisory approval as part of its regular governance practice under Section 14A of the Exchange Act; the Compensation Committee uses the outcome to inform future compensation policies. The proxy discloses that the board values stockholder feedback, cites prior support (86.63% in 2025), and explains that compensation is structured to align pay with performance through base salary, annual incentives tied to revenue, non-GAAP EPS and cybersecurity revenue growth, and long-term equity awards including PSUs and RSUs. The FY26 bonus structure and outcomes are described in detail: a three-metric FY26 Bonus Plan resulted in a calculated payout that was adjusted upward by the Compensation Committee/Board from 154.5% to 174.7% of target based on overall company performance, and long-term PSUs link pay to relative TSR versus the Russell 2000 over a three-year period with a capped payout. Supporters of the proposal would argue it endorses the company’s demonstrated pay-for-performance practices and recent financial results (FY26 revenue growth, non-GAAP EPS above target, and strong TSR), while critics might focus on the exercise of discretion to increase bonus payouts and whether long-term incentives are calibrated correctly. Company context matters: management emphasizes retention, competitive peer benchmarking, stock ownership guidelines, clawback policy, and minimum vesting requirements as governance safeguards. Although non-binding, the Compensation Committee explicitly considers the vote results when setting future pay; the board’s explicit unanimous recommendation to vote FOR indicates management expects shareholder alignment with its compensation philosophy and decisions.

3. 3

   Approval of the NetScout Systems, Inc. 2019 Equity Incentive Plan, as Amended

   ManagementBoard: FOR

   Approve the amended 2019 Equity Incentive Plan to increase the share reserve by 3,500,000 shares and to clarify that cash-settled awards do not count against the share reserve, among other clarifications and governance provisions.

   More detail

   This proposal asks shareholders to approve an amendment to the 2019 Equity Incentive Plan that increases the plan reserve by 3.5 million shares and clarifies that cash-settled awards do not reduce the share reserve. Management frames the request as necessary to preserve the Company’s ability to grant PSUs, RSUs and other equity awards used broadly since 2023 to attract and retain talent across the organization; without the increase the company expects to exhaust its reserve by FY2028 and would need to substitute cash or other instruments that could increase cash compensation expense and undermine long-term alignment. The filing provides burn-rate and dilution metrics and positions the requested increase as reasonable relative to historical usage and expected needs through fiscal 2029. The Amended Plan also incorporates standard governance protections — shareholder approval required for repricing, fungible share-counting rules, limits on reissuance, no discounted options, director compensation caps, dividend-equivalent restrictions, minimum vesting, and specific change-in-control treatment — designed to mitigate investor dilution and governance concerns. The Compensation Committee’s rationale emphasizes retaining a competitive equity program, aligning long-term incentives to TSR through PSUs, and enforcing clawback and ownership guidelines. Risks for shareholders include incremental dilution and potential overhang; proponents will point to the Company’s stated conservative burn rates and the inclusion of governance safeguards as mitigating factors. The board’s unanimous recommendation and disclosure of plan mechanics and historical grant activity provide transparency, but investors should evaluate the incremental dilution against projected grant practices and peer benchmarks, and monitor how newly available shares are allocated between broad-based grants and executive awards. Overall, the amendment is a typical request from a technology company actively using equity for retention and alignment, calibrated with explicit limits and governance features to address shareholder concerns.

4. 4

   Approval of the NetScout Systems, Inc. Amended and Restated 2011 Employee Stock Purchase Plan, as Amended

   ManagementBoard: FOR

   Approve the Amended and Restated 2011 Employee Stock Purchase Plan to increase the share reserve from 7,500,000 to 11,500,000 shares (an increase of 4,000,000 shares) and continue offering employees the ability to purchase shares at up to a 15% discount subject to plan terms.

   More detail

   This proposal seeks shareholder approval to increase the ESPP share reserve by 4.0 million shares (from 7.5M to 11.5M) so the Company can continue offering employee purchase rights under the plan. Management argues the ESPP promotes retention and aligns employees with shareholder interests by enabling payroll-deduction purchases at up to a 15% discount (85% of lower of offering-start or purchase-date FMV), with offering periods typically six months and limits on individual participation and aggregate plan issuance. The filing notes ~1.24M shares remained available as of the record date and that the requested increase would keep the ESPP funded for future enrollments, while the Company represents that the ESPP allocation is less than 10% of outstanding shares — a point intended to limit dilution concerns. Governance protections include board discretion over offerings, eligibility rules, participant contribution limits, and customary adjustment mechanics for corporate transactions; the board will also seek to comply with Section 423 tax qualification for the 423 Component. The primary investor trade-off is modest dilution versus the benefits of broad-based employee ownership and retention; investors should consider the Company’s historical ESPP usage, expected participation rates, and the incremental dilution relative to overall equity plan capacity. The board’s unanimous recommendation and the plan’s standard structural limits reduce, but do not eliminate, potential shareholder concerns about dilution and overhang.

5. 5

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of KPMG LLP as NetScout’s independent registered public accounting firm for the fiscal year ending March 31, 2027.

Upcoming shareholder meetings at Netscout Systems Inc’s closest sector peers — compare boards, ballots, and ownership across the cohort.

When is the Netscout Systems Inc 2026 annual meeting?

Netscout Systems Inc (NTCT) holds its 2026 annual shareholder meeting on Wednesday, September 9, 2026.

What is the record date for the Netscout Systems Inc 2026 meeting?

The record date for the Netscout Systems Inc 2026 meeting is Monday, July 13, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Netscout Systems Inc's 2026 meeting?

The board is presenting 3 director nominees at the Netscout Systems Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Netscout Systems Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Netscout Systems Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.