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): June 3, 2016
 
 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 3, 2016, at the Company's headquarters located at 350 East Plumeria Drive, San Jose, California, 95134, pursuant to the Notice sent on or about April 20, 2016 to all stockholders of record at the close of business on April 4, 2016.

At the meeting, 29,296,272 shares were represented in person or by proxy, which constituted a quorum. The results of the five 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 E. Carter-Miller
 
27,385,037

 
24,947

 
1,886,288

Ralph E. Faison
 
27,328,494

 
81,490

 
1,886,288

Jef T. Graham
 
27,395,369

 
14,615

 
1,886,288

Patrick C.S. Lo
 
27,243,271

 
166,713

 
1,886,288

Gregory J. Rossmann
 
27,225,717

 
184,267

 
1,886,288

Barbara V. Scherer
 
27,395,111

 
14,873

 
1,886,288

Julie A. Shimer
 
27,292,601

 
117,383

 
1,886,288

Grady K. Summers
 
27,393,876

 
16,108

 
1,886,288

Thomas H. Waechter
 
27,383,857

 
26,127

 
1,886,288


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, 2016:
For:
 
29,111,585

Against:
 
176,342

Abstain:
 
8,345

Broker Non-Votes:
 
0


3. Approval of the non-binding advisory proposal regarding executive compensation:
For:
 
26,638,920

Against:
 
734,989

Abstain:
 
36,075

Broker Non-Votes:
 
1,886,288


4. Approval of the NETGEAR, Inc. 2016 Equity Incentive Plan:
For:
 
21,081,872

Against:
 
6,305,356

Abstain:
 
22,756

Broker Non-Votes:
 
1,886,288


5. Approval of an amendment to the NETGEAR, Inc. 2003 Employee Stock Purchase Plan to increase the number of shares of NETGEAR, Inc. common stock authorized for sale thereunder by 1,000,000 shares:
For:
 
26,834,340

Against:
 
253,280

Abstain:
 
322,364

Broker Non-Votes:
 
1,886,288






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, 2016
By:
 /s/ Andrew W. Kim    
 
 
Andrew W. Kim
 
 
Senior Vice President, Corporate Development and General Counsel