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 31, 2018
NETGEAR, INC.
(Exact name of Registrant as specified in its charter)
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Delaware | | 000-50350 | | 77-0419172 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification Number) |
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):
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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).
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Emerging growth company o | |
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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 |
Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 31, 2018, the stockholders of NETGEAR, Inc. (the “Company”) approved an amendment to the Company's 2016 Equity Incentive Plan (as amended, the “Amended Plan”) to increase in the number of shares of common stock authorized for issuance thereunder by 1,700,000 shares and to make certain other revisions. The foregoing description is qualified in its entirety by reference to the full text of the Amended Plan, a copy of which is attached as Appendix A to the Company's proxy statement filed with the Securities and Exchange Commission on April 20, 2018.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Annual Meeting of Stockholders of the Company was held on May 31, 2018, 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, 2018 to all stockholders of record at the close of business on April 2, 2018.
At the meeting, 30,270,576 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:
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| | For | | Against | | Abstain | | Broker Non-votes |
Jocelyn E. Carter-Miller | | 28,320,567 |
| | 69,201 |
| | 5,183 |
| | 1,875,625 |
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Ralph E. Faison | | 27,979,159 |
| | 410,231 |
| | 5,561 |
| | 1,875,625 |
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Jef T. Graham | | 28,297,303 |
| | 93,008 |
| | 4,640 |
| | 1,875,625 |
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Patrick C.S. Lo | | 28,330,145 |
| | 60,507 |
| | 4,299 |
| | 1,875,625 |
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Gregory J. Rossmann | | 27,978,962 |
| | 410,607 |
| | 5,382 |
| | 1,875,625 |
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Barbara V. Scherer | | 28,321,422 |
| | 69,416 |
| | 4,113 |
| | 1,875,625 |
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Julie A. Shimer | | 27,573,380 |
| | 817,460 |
| | 4,111 |
| | 1,875,625 |
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Grady K. Summers | | 28,322,508 |
| | 67,901 |
| | 4,542 |
| | 1,875,625 |
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Thomas H. Waechter | | 28,069,420 |
| | 320,810 |
| | 4,721 |
| | 1,875,625 |
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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, 2018:
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For: | | 29,872,141 |
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Against: | | 386,602 |
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Abstain: | | 11,833 |
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Broker Non-Votes: | | 0 |
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3. Approval of the non-binding advisory proposal regarding executive compensation:
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For: | | 26,272,668 |
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Against: | | 2,095,657 |
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Abstain: | | 26,626 |
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Broker Non-Votes: | | 1,875,625 |
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4. Approval of an amendment to the 2016 Equity Incentive Plan:
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For: | | 26,686,893 |
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Against: | | 1,673,829 |
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Abstain: | | 34,229 |
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Broker Non-Votes: | | 1,875,625 |
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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.
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| | NETGEAR, INC. |
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Dated: June 1, 2018 | By: | /s/ Andrew W. Kim |
| | Andrew W. Kim |
| | Senior Vice President, Corporate Development and General Counsel
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