8-K

FORM 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

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

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported): September 09, 2026

     

NetScout Systems, Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	000-26251	04-2837575
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

310 Littleton Road
Westford, Massachusetts		01886
(Address of Principal Executive Offices)		(Zip Code)

      Registrant’s Telephone Number, Including Area Code: 978 614-4000
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value per share	NTCT	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On September 9, 2026, NetScout Systems, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2019 Equity Incentive Plan, as amended (the “Amended 2019 Plan”) to increase the aggregate number of shares of the Company’s common stock authorized for issuance thereunder by 3,500,000 shares. The Company’s board of directors (the “Board”) previously approved the Amended 2019 Plan, subject to stockholder approval, on July 21, 2026. The Amended 2019 Plan became effective immediately upon stockholder approval at the 2026 Annual Meeting.

A more detailed summary of the material features of the Amended 2019 Plan is set forth in the Company’s Definitive Proxy Statement on Schedule 14A for the 2026 Annual Meeting filed with the Securities and Exchange Commission on July 24, 2026 (the “Proxy Statement”) under the caption “Proposal 3: Approval of the NetScout Systems, Inc. 2019 Equity Incentive Plan, as amended.” That detailed summary and the foregoing description of the Amended 2019 Plan are qualified in their entirety by reference to the full text of the Amended 2019 Plan, which is filed as Appendix B to the Proxy Statement.

At the 2026 Annual Meeting, the Company’s stockholders also approved an amendment to the Company’s Amended and Restated 2011 Employee Stock Purchase Plan, as amended (the “Amended 2011 Purchase Plan”), to increase the aggregate number of shares of the Company’s common stock authorized for issuance thereunder by 4,000,000 shares. The Board previously approved the Amended 2011 Purchase Plan, subject to stockholder approval, on May 28, 2026. The Amended 2011 Purchase Plan became effective immediately upon stockholder approval at the 2026 Annual Meeting.

A more detailed summary of the material features of the Amended 2011 Purchase Plan is set forth in the Proxy Statement under the caption “Proposal 4: Approval of the NetScout Systems, Inc. Amended and Restated 2011 Employee Stock Purchase Plan, as amended.” That detailed summary and the foregoing description of the Amended 2011 Purchase Plan are qualified in their entirety by reference to the full text of the Amended 2011 Purchase Plan, which is filed as Appendix C to the Proxy Statement.

Broker Non-Votes

A summary of the matters voted upon by stockholders at the 2026 Annual Meeting is set forth below. As of July 13, 2026, the record date for the 2026 Annual Meeting, 72,701,797 shares of the Company’s common stock were issued and outstanding.

The Company’s stockholders elected each of Joseph G. Hadzima, Jr., Christopher Perretta, and Marlene Pelage as Class III directors of the Company with each director to serve a three-year term until the Company’s 2029 annual meeting of stockholders. The voting results were as follows:



	For	Withheld	Broker Non-Votes
Joseph G. Hadzima, Jr.	49,692,666	13,392,045	4,674,564
Christopher Perretta	56,067,113	7,017,598	4,674,564
Marlene Pelage	61,406,148	1,678,563	4,674,564

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The voting results were as follows:

The Company’s stockholders approved the Amended 2019 Plan. The voting results were as follows:

The Company’s stockholders approved the Amended 2011 Purchase Plan. The voting results were as follows:

The Company’s stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027. The voting results were as follows:


			NETSCOUT SYSTEMS, INC.

		By:	/s/ Jeff Levinson
			Jeff Levinson Senior Vice President, General Counsel and Secretary