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): August 24, 2022

NETSCOUT SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

(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 obligations of the registrant under any of the following provisions:

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

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 August 24, 2022, NetScout Systems, Inc. (the “Company”) held its 2022 annual meeting of stockholders (the “2022 Annual Meeting”). At the 2022 Annual Meeting, the Company’s stockholders approved an amendment to the Company’s 2019 Equity Incentive Plan (the “Amended 2019 Plan”) to, among other things, increase the aggregate number of shares of the Company’s common stock authorized for issuance thereunder by 7,000,000 shares and approve changes to the fungible share counting structure. The Company’s board of directors (the “Board”) previously approved the Amended 2019 Plan, subject to stockholder approval, on July 8, 2022. The Amended 2019 Plan became effective immediately upon stockholder approval at the 2022 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 2022 Annual Meeting filed with the Securities and Exchange Commission on July 13, 2022 (the “Proxy Statement”) under the caption “Proposal 2: 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 2022 Annual Meeting, the Company’s stockholders also approved an amendment to the Company’s Amended and Restated 2011 Employee Stock Purchase Plan (the “Amended 2011 Purchase Plan”), to increase the aggregate number of shares of the Company’s common stock authorized for issuance thereunder by 2,000,000 shares. The Board previously approved the Amended 2011 Purchase Plan, subject to stockholder approval, on July 8, 2022. The Amended 2011 Purchase Plan became effective immediately upon stockholder approval at the 2022 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 3: 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.

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

A summary of the matters voted upon by stockholders at the 2022 Annual Meeting is set forth below. As of July 1, 2022, the record date for the 2022 Annual Meeting, 71,483,733 shares of the Company’s common stock were issued and outstanding.

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.