NTGR 2015.06.03 8K
             
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 2, 2015
 
 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))
 





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

The Annual Meeting of Stockholders of the Company was held on June 2, 2015, at the Company's headquarters located at 350 East Plumeria Drive, San Jose, California, 95134, pursuant to the Notice sent on or about April 17, 2015 to all stockholders of record at the close of business on April 6, 2015.

At the meeting, 31,579,121 shares were represented in person or by proxy, which constituted a quorum. The results of the four proposals were as follows:

1. The election of nine (9) directors to serve until the next Annual Meeting of Stockholders:
 
 
For
 
Withheld
 
Broker Non-votes
Jocelyn Carter-Miller
 
29,784,429

 
15,957

 
1,778,735

Ralph E. Faison
 
29,452,022

 
348,364

 
1,778,735

A. Timothy Godwin
 
29,641,747

 
158,639

 
1,778,735

Jef Graham
 
29,784,966

 
15,420

 
1,778,735

Patrick C.S. Lo
 
29,222,780

 
577,606

 
1,778,735

Gregory J. Rossmann
 
29,368,773

 
431,613

 
1,778,735

Barbara V. Scherer
 
29,787,320

 
13,066

 
1,778,735

Julie A. Shimer
 
29,598,233

 
202,153

 
1,778,735

Thomas H. Waechter
 
29,191,177

 
609,209

 
1,778,735


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, 2015:
For:
 
31,317,653

Against:
 
255,870

Abstain:
 
5,598

Broker Non-Votes:
 
0


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

For:
 
29,395,568

Against:
 
383,978

Abstain:
 
20,840

Broker Non-Votes:
 
1,778,735


4. Approval of amendments to the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws to eliminate supermajority stockholder vote requirements and replace them with majority vote requirements:
For:
 
29,765,119

Against:
 
28,503

Abstain:
 
6,764

Broker Non-Votes:
 
1,778,735







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: June 3, 2015
By:
 /s/ Andrew W. Kim    
 
 
Andrew W. Kim
 
 
Senior Vice President, Corporate Development and General Counsel