8-K 1 ntgr201905318-k2019annualm.htm FORM 8-K Document
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, 2019
 
 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 (see General Instruction A.2. below):  
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in 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 o
 
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. o

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




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

The Annual Meeting of Stockholders of the Company was held on May 30, 2019, at the Company's headquarters located at 350 East Plumeria Drive, San Jose, California, 95134, pursuant to the Notice sent on or about April 19, 2019 to all stockholders of record at the close of business on April 1, 2019.

At the meeting, 30,305,593 shares were represented in person or by proxy, which constituted a quorum. The results of the three proposals were as follows:

1. The election of seven (7) directors to serve until the next Annual Meeting of Stockholders:

 
 
For
 
Against
 
Abstain
 
Broker Non-votes
Patrick C.S. Lo
 
28,412,620

 
73,981

 
7,791

 
1,811,201

Jef T. Graham
 
28,324,755

 
163,340

 
6,297

 
1,811,201

Bradley L. Maiorino
 
28,461,034

 
27,661

 
5,697

 
1,811,201

Janice M. Roberts
 
28,390,340

 
98,644

 
5,408

 
1,811,201

Gregory J. Rossmann
 
28,358,533

 
129,601

 
6,258

 
1,811,201

Barbara V. Scherer
 
28,276,805

 
212,079

 
5,508

 
1,811,201

Thomas H. Waechter
 
28,376,649

 
110,988

 
6,755

 
1,811,201


2. Approval of the ratification of the appointment of PricewaterhouseCoopers, LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2019:

For:
 
29,939,058

Against:
 
361,011

Abstain:
 
5,524

Broker Non-Votes:
 
0


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

For:
 
28,240,158

Against:
 
226,989

Abstain:
 
27,245

Broker Non-Votes:
 
1,811,201






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.
 
 
 
Dated: May 31, 2019
By:
 /s/ Andrew W. Kim    
 
 
Andrew W. Kim
 
 
Senior Vice President, Corporate Development and General Counsel