NetScout Systems (NTCT) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for September 12, 2024, with key proposals including director elections, equity plan approval, executive compensation advisory vote, and auditor ratification.

• The company emphasizes its mission in IT and cybersecurity, serving global customers with a focus on innovation and risk mitigation.

• Proxy materials and annual reports are distributed to shareholders, with voting instructions provided for various methods.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class I directors for three-year terms, approving the amended 2019 Equity Incentive Plan, an advisory say-on-pay vote, and ratifying PricewaterhouseCoopers LLP as auditor.

• The board recommends voting in favor of all proposals.

• Shareholders can communicate with the board and recommend director candidates.

Board of directors and corporate governance

• 80% of the board is independent, with a Lead Independent Director providing oversight.

• Board committees (Audit, Compensation, Nominating and Corporate Governance, Finance) are composed entirely of independent directors.

• Annual board and committee assessments are conducted to ensure effectiveness and diversity.

• 40% of directors are gender and/or racially diverse, with a commitment to board refreshment and diversity in skills and backgrounds.

• Directors attended 96% of meetings in FY2024.