8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): January 24, 2023

NETSCOUT SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

000-26251	04-2837575
(Commission File Number)	(IRS Employer Identification No.)

310 Littleton Road Westford, Massachusetts	01886
(Address of principal executive offices)	(Zip Code)

(978) 614-4000

(Registrant’s telephone number, including area code)

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	NTCT	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in 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.  ☐

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

On January 24, 2023, the Board of Directors (the “Board”) of NetScout Systems, Inc. (the “Corporation”), upon the recommendation of the Nominating and Corporate Governance Committee (the “Committee”) of the Board, increased the size of the Board to eleven members. The Board then appointed, upon the recommendation of the Committee, (i) Shannon Nash to serve as a Class I Director and (ii) Marlene Pelage to serve as a Class II Director. Ms. Nash will serve until the 2024 annual meeting of stockholders or until her successor is duly elected and qualified, or until her earlier death, resignation or removal. Ms. Pelage will serve until the 2025 annual meeting of stockholders or until her successor is duly elected and qualified, or until her earlier death, resignation or removal. The Board determined that Ms. Nash and Ms. Pelage are each independent within the meaning of the director independence standards of The Nasdaq Stock Market LLC and those set forth in the Securities Exchange Act of 1934, as amended. The Board also appointed, upon the recommendation of the Committee, Ms. Nash and Ms. Pelage each to serve on the Audit Committee of the Board.

Ms. Nash and Ms. Pelage will each receive compensation as non-employee directors in accordance with the Corporation’s non-employee director compensation practices, as described in the Corporation’s Summary of Non-Employee Director Compensation, filed as Exhibit 10.2 to the Corporation’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (the “SEC”) on November 4, 2021, prorated based on the commencement of their board service and the annual meeting date. Also in accordance with such practices, on January 24, the Board approved the grant to each of Ms. Nash and Ms. Pelage of 4,085 restricted stock units pursuant to the Corporation’s 2019 Equity Incentive Plan, as amended and restated (the “2019 Plan”). The restricted stock units are subject to the terms and conditions of the 2019 Plan and applicable award documentation and shall vest as follows, subject to Continuous Service (as defined in the 2019 Plan) through the applicable vesting date: (i) 100% of the shares underlying the restricted stock units shall vest on the first anniversary of the grant date provided that Ms. Nash or Ms. Pelage, as applicable, attends, in the aggregate, at least 75% of all Board and committee meetings of which she is a member, and (ii) if such attendance requirements are not met, 100% of the shares underlying the restricted stock units shall vest on the third anniversary of the date of grant.

In connection with their appointment to the Board, the Corporation intends to enter into its standard form of director and officer indemnification agreement with each of Ms. Nash and Ms. Pelage, which form is filed as Exhibit 10.1 to the Corporation’s Quarterly Report on Form 10-Q filed with the SEC on January 28, 2014. Such agreement requires the Corporation, under the circumstances and to the extent provided for therein, to indemnify Ms. Nash and Ms. Pelage, as the case may be, to the fullest extent permitted by applicable law against certain expenses and other amounts incurred by either of them as a result of either of them being made a party to certain actions, suits, proceedings and other actions by reason of the fact that either of them is or was a director of the Corporation.

Neither Ms. Nash nor Ms. Pelage were selected by the Board to serve as a director pursuant to any arrangement or understanding with any person, nor has either of them engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

On January 25, 2023, the Corporation issued a press release announcing Ms. Nash’s and Ms. Pelage’s appointment to the Board. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits:

Exhibit Number	Description
99.1	Press release dated January 25, 2023.
104	Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NETSCOUT SYSTEMS, INC.
By:	/s/ Jean Bua
	Jean Bua
	Executive Vice President and Chief Financial Officer

Date: January 25, 2023

EX-99.1

Exhibit 99.1

NETSCOUT Appoints Shannon Nash and Marlene Pelage to Board of Directors

Adds Additional Financial Expertise, Strategy Experience, and Global Perspective

WESTFORD, Mass., January 25, 2023 – NETSCOUT SYSTEMS, INC. (NASDAQ: NTCT), a leading provider of cybersecurity, service assurance, and business analytics solutions, today announced that experienced executives Shannon Nash and Marlene Pelage have been appointed to the Company’s Board of Directors.

“On behalf of NetScout’s Board of Directors, I am pleased to announce the appointment of two superbly qualified directors, Shannon Nash and Marlene Pelage. We believe that these accomplished individuals will bring fresh perspectives and valuable experience to our Board and play an important role in advancing our business,” stated Anil Singhal, NETSCOUT’s Chief Executive Officer and Chairman of the Board of Directors.

“Shannon’s career has demonstrated her ability to drive financial excellence, technology adoption, and lead global operations in high-growth environments, while also highlighting her passion for board service and her leadership in diversity and inclusion. Marlene’s career as a compassionate trailblazer has been defined by her ability to accomplish substantial financial and operational results across global marketplaces in leading companies, anchored in collaborative partnerships, and with expertise in finance, operations, risk management, strategic planning, mentorship, and diversity, equity, and inclusion. Both Shannon and Marlene bring strategic experience, insights from their international work, and strong financial acumen as qualified financial experts,” said Singhal.

Singhal continued, “As NetScout continues to play a mission-critical role for organizations around the globe as ‘Guardians of the Connected World,’ we are proud to expand our board and appoint two individuals who will help position NetScout for the future and amplify our focus on achieving our long-term objectives and enhancing shareholder value.”

Ms. Nash has served as the Chief Financial Officer of Wing, a drone delivery service company and subsidiary of Alphabet Inc. since April 2022. Previously, she served in financial leadership roles at Reputation.com, Inc., a customer feedback management platform, as Chief Financial Officer from April 2021 to April 2022 and as Chief Accounting Officer from August 2020 to March 2021. Before that, Ms. Nash served as Chief Financial Officer and Chief Operating Officer at The Inside Source, Inc., and in various capacities for a broadcast media company with digital services as well as at audit and law firms.

In addition to her finance and executive leadership roles, Ms. Nash has extensive board level experience. She currently serves as a board member of SoFi Bank, a subsidiary of SoFi Technologies Inc. (NASDAQ: SOFI), and as a board member and Chair of the Audit Committee of LDR Holdings, LLC, the holding company for restaurant company Lazy Dog Restaurants. She formerly served as a board member and member of the Audit Committee for UserTesting (NYSE: USER), an on-demand human insight platform, from February 2021, and as Lead Independent Director from October 2021, until the organization was acquired by a private equity firm.

Ms. Pelage has served as Global Chief Financial Officer of IPG Mediabrands, a leading media planning agency since April 2021, where she has managed a multi-billion dollar budget and has led a global 650 person finance team. As part of the executive leadership team, she has also been the key architect of a multi-million dollar, multi-year transformation initiative to revamp key operating processes to bring scale and efficiency to their global operations.

Previously, Ms. Pelage held several leadership roles at Charles Schwab & Co., including as Chief Financial Officer of Charles Schwab Bank, from May 2019 to March 2021, where she managed $390 billion in assets with a focus on client solutions strategies and data, and, as a key member of the executive team, worked on strategy, vision, product, and technology initiatives, as well as controls and enterprise risk management. At the same time, she held similar roles at Charles Schwab Trust Bank, Charles Schwab Premier Bank, and Charles Schwab Trust Company. As part of her responsibilities, she also led integration and value capture efforts in major acquisitions, led strategy initiatives to drive business growth, and helped develop global engagement approaches. Prior to that, she served as Vice President of Enterprise Finance at Charles Schwab & Co., from November 2014 to April 2019. Prior to joining Charles Schwab, Ms. Pelage spent over a decade at Crédit Agricole Bank, where she held positions in several international locations.

Full biographies for Ms. Nash and Ms. Pelage will be posted on the Board of Directors section of NETSCOUT’s website. With the addition of Ms. Nash and Ms. Pelage, NETSCOUT’s Board of Directors is now composed of 11 directors, nine of whom are independent, four of whom are female, and three of whom are ethnically or racially diverse, and more than half of whom have been appointed in the past six years.

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About NETSCOUT SYSTEMS, INC.

NETSCOUT SYSTEMS, INC. (NASDAQ: NTCT) protects the connected world from cyberattacks and performance disruptions through advanced network detection and response and pervasive network visibility. Powered by our pioneering deep packet inspection at scale, we serve the world’s largest enterprises, service providers, and public sector organizations. Learn more at www.netscout.com or follow @NETSCOUT on LinkedIn, Twitter, or Facebook.

^©2023 NETSCOUT SYSTEMS, INC. All rights reserved. NETSCOUT and the NETSCOUT logo are registered trademarks or trademarks of NETSCOUT SYSTEMS, INC. and/or its subsidiaries and/or affiliates in the USA and/or other countries.

Contacts:	Investors	Media
	Anthony Piazza	Maribel Lopez
	Senior Vice President, Corporate Finance	Manager, Marketing & Corporate Communications
	978-614-4286	781-362-4330
	IR@netscout.com	Maribel.Lopez@netscout.com

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Cover [Abstract]
Entity Registrant Name	NETSCOUT SYSTEMS INC
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Document Type	8-K
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Security 12b Title	Common Stock
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