Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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):

May 30, 2024

 

NETGEAR, INC.

(Exact name of Registrant as specified in its charter)

 

 

Delaware		000-50350		77-0419172
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification Number)

 

 

350 East Plumeria Drive
San Jose,	CA	95134
(Address, including zip code, of principal executive offices)

 

 

(408)	907-8000
(Registrant's telephone number, including area code)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:
Title of each class		Trading symbol(s):		Name of each exchange on which registered
Common Stock, $0.001 par value		NTGR		The Nasdaq Stock Market LLC

 

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. ☐

 

 

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

On May 30, 2024, NETGEAR, Inc. (the “Company”) virtually held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders of record at the close of business on April 1, 2024, voted on three proposals, each of which is described in more detail in the Proxy Statement. At the Annual Meeting, 24,193,438 shares were represented in person or by proxy, which constituted a quorum. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for or against each proposal, the number of abstentions with respect to each proposal, and the number of broker non-votes with respect to each proposal:

 

1.

The election of seven directors to serve until the next Annual Meeting of Stockholders:

 

		For				Against				Abstain				Broker Non-votes
Charles (CJ) Prober			20,894,568				31,938				19,350				3,247,582
Sarah S. Butterfass			19,920,235				1,000,775				24,846				3,247,582
Laura J. Durr			20,777,596				143,415				24,845				3,247,582
Shravan K. Goli			20,609,211				315,055				21,590				3,247,582
Bradley L. Maiorino			20,783,140				141,486				21,230				3,247,582
Janice M. Roberts			20,077,155				846,444				22,257				3,247,582
Thomas H. Waechter			20,582,151				339,887				23,818				3,247,582

 

2.

Ratification of the appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:

 

For:		23,785,770
Against:		381,974
Abstain:		25,694
Broker Non-Votes:		-

 

3.

Approval of the non-binding advisory proposal regarding executive compensation:

 

For:		14,908,858
Against:		5,988,967
Abstain:		48,031
Broker Non-Votes:		3,247,582

 

 

 

 

 

 

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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 hereunto duly authorized.

 

NETGEAR, INC.

 

By:	/s/ Kirsten J. Daru
	Kirsten J. Daru
	General Counsel and Chief Privacy Officer
Dated:	June 4, 2024

 

 

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Document and Entity Information	May 30, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	May 30, 2024
Entity Registrant Name	NETGEAR, INC.
Entity Central Index Key	0001122904
Entity Emerging Growth Company	false
Entity File Number	000-50350
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	77-0419172
Entity Address, Address Line One	350 East Plumeria Drive
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95134
City Area Code	(408)
Local Phone Number	907-8000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	NTGR
Security Exchange Name	NASDAQ

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