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NETSCOUT SYSTEMS INC

For the period ended Sep 12, 2024. Filed Jul 25, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Sep 12, 2024 · Filed Jul 25, 2024

NTCT$31.51-1.0%Stored close · as of Nov 6, 2026
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SCHEDULE 14A

INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

☐Preliminary Proxy Statement
☐Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒Definitive Proxy Statement
☐Definitive Additional Materials
☐Soliciting Material Pursuant to § 240.14a-12

NETSCOUT SYSTEMS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required
☐Fee paid previously with preliminary materials
☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Guardians of the Connected World®

Notice of 2024 Annual Meeting and Proxy Statement

NetScout Systems, Inc.

September 12, 2024 10:00 a.m. Eastern Time

310 Littleton Road Westford, MA 01886

July 25, 2024

Dear Fellow Stockholders:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of NetScout Systems, Inc. on Thursday, September 12, 2024, at 10:00 a.m. local time at our headquarters at 310 Littleton Road, Westford, Massachusetts 01886.

At the Annual Meeting, you will be asked to:

1.Elect three Class I Directors nominated by our Board of Directors, each to serve for a three-year term and until their successors are duly elected and qualified;
2.Approve the NetScout Systems, Inc. 2019 Equity Incentive Plan, as amended;
3.Approve, on an advisory basis, the compensation of our named executive officers;
4.Ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2025; and
5.Consider any other business properly brought before the meeting or any adjournment.

It is important that your shares be voted regardless of whether or not you attend the meeting. Please follow the voting instructions on the Notice of Internet Availability of Proxy Materials that you received. If you received a proxy card or voting instruction form, please complete the proxy card or voting instruction form promptly. If your shares are held in a bank or brokerage account, you may be eligible to vote electronically or by telephone – please refer to your voting instruction form. If you attend the meeting, you may vote in person even if you have previously returned your vote in accordance with the foregoing. We appreciate your cooperation.

Very truly yours,

Co-Founder, President, Chief Executive Officer,

and Chairman of the Board

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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.