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Schedule 14A Use these links to rapidly review the document TABLE OF CONTENTS PROXY STATEMENT FOR 2016 ANNUAL MEETING OF STOCKHOLDERS Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ý Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ý Definitive Proxy Statement o Definitive Additional Materials o Soliciting Material under §240.14a-12 NETSUITE 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 the appropriate box): ý No fee required. o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: o Fee paid previously with preliminary materials. o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: Table of Contents NetSuite Inc. 2955 Campus Drive Suite 100 San Mateo, CA 94403-2511 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To Be Held June 21, 2016 Dear Stockholders: You are cordially invited to attend our 2016 Annual Meeting of Stockholders to be held on Tuesday, June 21, 2016 at 9:00 a.m., local time, at The Westin Hotel, 1 Old Bayshore Highway, Millbrae, California 94030. We are holding the meeting for the following purposes: 1. To elect four Class III directors, William Beane III, Deborah Farrington, James McGeever, and Edward Zander, to serve for a term of three years and until their successors are duly elected and qualified, subject to their earlier death, resignation or removal; 2. To approve the 2016 Equity Incentive Plan; 3. To hold a non-binding, advisory vote on named executive compensation; 4. To hold a non-binding, advisory vote on the frequency of the advisory vote on executive compensation; 5. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016; and 6. To transact such other business as may properly come before the meeting or at any and all adjournments, continuations or postponements thereof. If you owned our common stock at the close of business on April 25, 2016, you may attend and vote at the meeting. A list of stockholders eligible to vote at the meeting will be available for review during our regular business hours at our headquarters in San Mateo, California for the ten days prior to the meeting for any purpose related to the meeting. This notice, the Proxy Statement and the Annual Report are first being mailed to stockholders and posted on our website on or about April 29, 2016. Your vote is important. Whether or not you plan to attend the meeting, I hope that you will vote as soon as possible. You may vote your shares via a toll-free telephone number or over the Internet. You may also submit your proxy card or voting instruction card for the meeting by completing, signing, dating and returning your proxy card or voting instruction card in the envelope provided. Any stockholder of record attending the meeting may vote in person, even if you have already returned a proxy card or voting instruction card. Thank you for your ongoing support of NetSuite. We look forward to seeing you at our Annual Meeting. Sincerely, /s/ DOUGLAS P. SOLOMON Douglas P. Solomon SVP, General Counsel and Secretary April 29, 2016 San Mateo, California ALL STOCKHOLDERS ARE INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE VOTE AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING. PLEASE NOTE THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME. Table of Contents NETSUITE INC Proxy Statement For the Annual Meeting of Stockholders To Be Held on June 21, 2016 TABLE OF CONTENTS PROXY STATEMENT FOR 2016 ANNUAL MEETING OF STOCKHOLDERS Questions and Answers 1 Proposal 1—Election of Directors 7 Nominees for Class III Directors 7 Directors Not Standing for Election 9 Vote Required and Board of Directors' Recommendation 10 Board Matters and Corporate Governance 11 Board Committees 11 Board Meetings and Attendance 12 Corporate Governance 13 Proposal 2—Approval of the 2016 Equity Incentive Plan 17 Reasons for Voting for Approval of the 2016 Plan 17 Summary of the 2016 Plan 20 Summary of U.S. Federal Income Tax Consequences 26 Number of Awards Granted to Employees, Consultants and Directors 28 Vote Required and Board of Directors' Recommendation 29 Proposal 3—Non-Binding Advisory Vote on Named Executive Compensation 30 Proposal 4—Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation 31 Proposal 5—Ratification of Appointment of Independent Registered Public Accounting Firm 32 Audit and Non-Audit Fees 32 Policy on Pre-Approval of Audit and Non-Audit Services 32 Vote Required and Board of Directors' Recommendation 33 Report of the Audit Committee of the Board of Directors 34 Role of the Audit Committee 34 Review of Audited Financial Statements for Fiscal Year Ended December 31, 2015 34 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 36 Equity Compensation Plan Information 38 Executive Compensation 39 Compensation Discussion and Analysis 39 Report of the Compensation Committee of the Board of Directors 56 Executive Compensation Tables 57 Summary Compensation Table 57 Grants of Plan-Based Awards in Fiscal 2015 59 Outstanding Equity Awards at December 31, 2015 60 Option Exercises and Stock Awards Vesting During 2015 61 Severance and Change of Control Arrangements 62 Severance and Change of Control Arrangements 62 Potential Payment upon Termination 66 Director Compensation 68 Certain Relationships and Related Transactions 72 Related Party Transactions with Executive Officers and Directors 72 Employment Arrangements and Indemnification Agreements 73 Transactions with our Significant Stockholders 73 Policies and Procedures for Related Party Transactions 76 Section 16(A) Beneficial Ownership Reporting Compliance 77 Annual Report 77 Appendix A—2016 Equity Incentive Plan i Table of Contents NetSuite Inc. 2955 Campus Drive Suite 100 San Mateo, CA 94403-2511 GENERAL INFORMATION Our board of directors is soliciting proxies for our 2016 Annual Meeting of Stockholders to be held on Tuesday, June 21, 2016 at 9:00 a.m. local time at The Westin Hotel, 1 Old Bayshore Highway, Millbrae, California 94030. Our principal executive offices are located at 2955 Campus Drive, Suite 100, San Mateo, CA 94403-2511. The proxy materials, including this proxy statement, proxy card or voting instruction card and our 2015 Annual Report on Form 10-K are first being distributed to stockholders and made available on our website at www.netsuite.com under the headings "Investors/SEC Filings" on or about April 29, 2016. These materials are also available at https://materials.proxyvote.com/64118Q in a manner that does not infringe on the anonymity of the person accessing such website. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting. Please read it carefully. Unless the context requires otherwise, the words "NetSuite," "we," "Company," "us," and "our" refer to NetSuite Inc. QUESTIONS AND ANSWERS What is included in these materials and posted on our website? These materials include: • Our proxy statement for the Annual Meeting including the proxy card for the Annual Meeting; and • Our 2015 Annual Report on Form 10-K, which includes our audited consolidated financial statements for the fiscal year ended December 31, 2015. What items will be voted on at the Annual Meeting? The following items will be voted on at the Annual Meeting: 1. The election of four Class III directors; 2. The approval of the 2016 Equity Incentive Plan; 3. A non-binding, advisory vote on named executive compensation; 4. A non-binding, advisory vote on the frequency of the advisory vote on executive compensation; 5. Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016; and 6. Transaction of such other business as may properly come before the meeting or at any and all adjournments, continuations or postponements thereof. What are our Board of Directors' voting recommendations? Our board recommends that you vote your shares "FOR" each of the nominees to the board, "FOR" the approval of the 2016 Equity Incentive Plan, "FOR" the approval of the compensation of our named executive officers on a non-binding, advisory basis, "EVERY 1 YEAR" for the frequency of the advisory vote on executive compensation and "FOR" the ratification of the appointment of KPMG LLP. 1 Table of Contents Who may vote at the Annual Meeting? If you owned NetSuite's common stock at the close of business on April 25, 2016 (the "Record Date"), then you may attend and vote at the meeting.
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