NetApp, Inc.

The proposal requests that the Board enable stockholders to take corporate action by written consent if they hold the minimum number of votes that would be required to authorize the same action at a meeting where all holders entitled to vote were present, and to eliminate additional procedural restrictions such as minimum ownership duration or the manner in which shares are held. The submission cites Delaware General Corporation Law §228 and asks that no requirements beyond that statute be imposed. The proponent argues written consent is intended for matters with overwhelming stockholder support and highlights perceived weaknesses in NetApp’s special meeting rights, noting the company’s 25% threshold and certain disqualified share blocks. The proposal asks shareholders to approve this change to allow more timely shareholder-initiated actions between meetings.