For NETSCOUT’s Stockholders:

The 2018 Annual Meeting of Stockholders of NETSCOUT SYSTEMS, INC. (the “Annual Meeting”) will be held on Wednesday, September 12, 2018, at 10:00 a.m. local time at NETSCOUT SYSTEMS, INC., 310 Littleton Road, Westford, Massachusetts 01886, for the following purposes:

  1. To elect two Class I directors nominated by our Board of Directors to serve for a three-year term or until their successors are elected and qualified.
  2. To approve the amendment and restatement of our 2011 Employee Stock Purchase Plan to increase the number of shares of our common stock authorized for issuance thereunder by 3,000,000 shares and make certain other changes as described in Proposal 2.
  3. To ratify the selection of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending March 31, 2019.
  4. To approve, on an advisory basis, the compensation of our named executive officers, as disclosed in our proxy statement, in accordance with Securities and Exchange Commission rules.
  5. To consider other business properly brought before the meeting or any adjournment.

Note: Your proxy holder will vote on any other business properly brought before the Annual Meeting.

Stockholders of record at the close of business on July 20, 2018, the record date for determining stockholders entitled to vote at the Annual Meeting, will be entitled to vote at the meeting and any adjournments.

We are mailing our stockholders a Notice of Internet Availability of Proxy Materials, or Notice, instead of a paper copy of our proxy statement and our Annual Report to Stockholders for the fiscal year ended March 31, 2018, or the 2018 Annual Report. Stockholders who have requested a paper copy of our proxy materials will continue to receive them by mail. The Notice contains instructions on how to access those documents over the internet and how to request a paper copy of our proxy statement, our 2018 Annual Report, and a form of proxy card or voting instruction card.

To view the Annual Meeting materials (proxy statement and annual report), click here.