NETGEAR 8K Submission of Matters to a Vote of Security Holders

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. ☐

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:

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

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:		-

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

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

NETGEAR (NTGR) 8-KSubmission of Matters to a Vote of Security Holders