NTGR 2014.06.04 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 3, 2014
 
 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 5.02(e)    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 3, 2014, the stockholders of NETGEAR, Inc. (the “Company”) approved an amendment to the Company's Amended and Restated 2006 Long-Term Incentive Plan (as amended, the “Amended Plan”) to increase in the number of shares of common stock authorized for issuance thereunder by 1,500,000 shares, so that a total of 11,000,000 shares are reserved.
 
A copy of the Amended Plan is attached as Appendix A to the Company's proxy statement, as filed with the Securities and Exchange Commission on April 18, 2014.

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, 2014, at the Company's headquarters located at 350 East Plumeria Drive, San Jose, California, 95134, pursuant to the Notice sent on or about April 18, 2014 to all stockholders of record at the close of business on April 4, 2014.

At the meeting, 32,621,965 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
 
30,710,352

 
12,058

 
1,899,555

Ralph E. Faison
 
30,700,092

 
22,318

 
1,899,555

A. Timothy Godwin
 
30,706,974

 
15,436

 
1,899,555

Jef Graham
 
30,709,246

 
13,164

 
1,899,555

Linwood A. Lacy, Jr.
 
30,560,172

 
162,238

 
1,899,555

Patrick C.S. Lo
 
30,177,773

 
544,637

 
1,899,555

Gregory J. Rossmann
 
30,562,502

 
159,908

 
1,899,555

Barbara V. Scherer
 
30,708,896

 
13,514

 
1,899,555

Julie A. Shimer
 
30,709,446

 
12,964

 
1,899,555


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, 2014:
For:
 
32,213,100

Against:
 
212,645

Abstain:
 
8,512

Broker Non-Votes:
 
0


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

For:
 
30,265,571

Against:
 
246,251

Abstain:
 
22,880

Broker Non-Votes:
 
1,899,555





4. Approval of an amendment to the Amended and Restated 2006 Long-Term Incentive Plan to increase the number of shares of the Company’s common stock authorized for issuance thereunder by 1,500,000 shares:
For:
 
23,819,016

Against:
 
6,704,819

Abstain:
 
10,867

Broker Non-Votes:
 
1,899,555







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 4, 2014
By:
 /s/ Andrew W. Kim    
 
 
Andrew W. Kim
 
 
Senior Vice President, Corporate Development and General Counsel