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





(d)



Appointment of New Direcetor

On January 31, 2020, NetApp, Inc.'s board of directors (the "Board") approved an increase in the number of authorized directors on the Board from seven (7) to eight (8) and appointed Deepak Ahuja as a member of the Board to fill the vacancy created thereby.

There are no arrangements or understandings between Mr. Ahuja, on the one hand, and NetApp, Inc. ("the Company") or any other persons, on the other hand, pursuant to which Mr. Ahuja was selected as a director. There are no related party transactions between the Company and Mr. Ahuja (or any immediate family member thereof) requiring disclosure under Item 404(a) of Regulation S-K. Mr. Ahuja does not have any family relationships with any of the Company's directors or executive officers.

Mr. Ahuja will serve as a member of the Audit Committee.

As a non-employee director, Mr. Ahuja will participate in the non-employee director compensation arrangements described in the Company's definitive proxy statement filed with the Securities and Exchange Commission (the "SEC") on August 2, 2019. In addition, it is expected that he will enter into the Company's standard form of director indemnification agreement previously approved by the Board. The form of indemnification agreement was filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ending on July 25, 2014, as filed with the SEC on August 28, 2014.

A copy of the Company's press release announcing the appointment of Mr. Ahuja to the Board is attached hereto as Exhibit 99.1 and the information set forth therein is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No. Description



99.1          Press release, dated February 4, 2020, announcing appointment of
            Deepak Ahuja to the Board of Directors.
104         Cover Page Interactive Data File (embedded within the Inline XBRL
            document).

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