8-K
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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):

June 1, 2023

 

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. ☐

 

 

Item 5.02(e) Departure of Directors or Certain Officers: Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 1, 2023, the stockholders of NETGEAR, Inc. (the “Company”) approved an amendment to the Company's 2016 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder by 2,000,000 shares. The foregoing description is qualified in its entirety by reference to the full text of the Amended Plan, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

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

On June 1, 2023, the Company virtually held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders of record at the close of business on April 3, 2023, voted on five proposals, each of which is described in more detail in the Proxy Statement. At the Annual Meeting, 25,994,258 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 eight directors to serve until the next Annual Meeting of Stockholders:

 

 

 

For

 

 

Against

 

 

Abstain

 

 

Broker Non-votes

 

 

Patrick C.S. Lo

 

 

23,885,587

 

 

 

281,485

 

 

 

35,010

 

 

 

1,792,176

 

 

Sarah S. Butterfass

 

 

24,010,830

 

 

 

160,743

 

 

 

30,509

 

 

 

1,792,176

 

 

Laura J. Durr

 

 

23,961,501

 

 

 

205,312

 

 

 

35,269

 

 

 

1,792,176

 

 

Shravan K. Goli

 

 

24,021,863

 

 

 

144,800

 

 

 

35,419

 

 

 

1,792,176

 

 

Bradley L. Maiorino

 

 

24,023,901

 

 

 

142,762

 

 

 

35,419

 

 

 

1,792,176

 

 

Janice M. Roberts

 

 

22,341,430

 

 

 

1,825,371

 

 

 

35,281

 

 

 

1,792,176

 

 

Barbara V. Scherer

 

 

23,816,043

 

 

 

350,869

 

 

 

35,170

 

 

 

1,792,176

 

 

Thomas H. Waechter

 

 

24,011,997

 

 

 

153,566

 

 

 

36,519

 

 

 

1,792,176

 

 

 

2.
Ratification of the appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023:

 

For:

 

25,683,749

 

Against:

 

302,959

 

Abstain:

 

7,550

 

Broker Non-Votes:

 

-

 

 

3.
Approval of the non-binding advisory proposal regarding executive compensation:

 

For:

 

23,796,450

 

Against:

 

369,370

 

Abstain:

 

36,262

 

Broker Non-Votes:

 

1,792,176

 

 

4.
Approval of the non-binding advisory proposal regarding the frequency of the advisory vote on executive compensation:

 

1 Year:

 

22,228,457

 

2 Years:

 

4,333

 

3 Years:

 

1,931,636

 

Abstain:

 

37,656

 

Broker Non-Votes:

 

1,792,176

 

 

5.
Approval of an amendment to the NETGEAR, Inc. 2016 Equity Incentive Plan to increase the number of shares of NETGEAR, Inc. common stock available for issuance for sale thereunder by 2,000,000 shares:

 

For:

 

14,064,515

 

Against:

 

10,134,367

 

Abstain:

 

3,200

 

Broker Non-Votes:

 

1,792,176

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit Number

 

Description

10.1

 

2016 Equity Incentive Plan, as amended

 

 

 

 

 

 

104

 

Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

 

 

 

 

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/ Andrew W. Kim

 

Andrew W. Kim

 

Chief Legal Officer, Senior Vice President of Corporate Development and Corporate Secretary

 

 

Dated:

June 5, 2023