Management Change/Compensation, Proxy Results (Form 8-K)

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

On September 9, 2026, NetScout Systems, Inc. (the "Company") held its 2026 annual meeting of stockholders (the "2026 Annual Meeting"). At the 2026 Annual Meeting, the Company's stockholders approved an amendment to the Company's 2019 Equity Incentive Plan, as amended (the "Amended 2019 Plan") to increase the aggregate number of shares of the Company's common stock authorized for issuance thereunder by 3,500,000 shares. The Company's board of directors (the "Board") previously approved the Amended 2019 Plan, subject to stockholder approval, on July 21, 2026. The Amended 2019 Plan became effective immediately upon stockholder approval at the 2026 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 2026 Annual Meeting filed with the Securities and Exchange Commission on July 24, 2026 (the "Proxy Statement") under the caption "Proposal 3: 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 2026 Annual Meeting, the Company's stockholders also approved an amendment to the Company's Amended and Restated 2011 Employee Stock Purchase Plan, as amended (the "Amended 2011 Purchase Plan"), to increase the aggregate number of shares of the Company's common stock authorized for issuance thereunder by 4,000,000 shares. The Board previously approved the Amended 2011 Purchase Plan, subject to stockholder approval, on May 28, 2026. The Amended 2011 Purchase Plan became effective immediately upon stockholder approval at the 2026 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 4: 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 2026 Annual Meeting is set forth below. As of July 13, 2026, the record date for the 2026 Annual Meeting, 72,701,797 shares of the Company's common stock were issued and outstanding.