0001122904-17-000182.txt : 20170602 0001122904-17-000182.hdr.sgml : 20170602 20170602161253 ACCESSION NUMBER: 0001122904-17-000182 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170601 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20170602 DATE AS OF CHANGE: 20170602 FILER: COMPANY DATA: COMPANY CONFORMED NAME: NETGEAR, INC CENTRAL INDEX KEY: 0001122904 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE & TELEGRAPH APPARATUS [3661] IRS NUMBER: 770419172 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-50350 FILM NUMBER: 17888067 BUSINESS ADDRESS: STREET 1: 350 EAST PLUMERIA DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 BUSINESS PHONE: 4089078000 MAIL ADDRESS: STREET 1: 350 EAST PLUMERIA DRIVE CITY: SAN JOSE STATE: CA ZIP: 95134 FORMER COMPANY: FORMER CONFORMED NAME: NETGEAR INC DATE OF NAME CHANGE: 20000828 8-K 1 ntgr201706028k.htm FORM 8-K 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 1, 2017
 
 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))
 
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).
Emerging growth company o
 
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 5.07    Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of the Company was held on June 1, 2017, at the Company's headquarters located at 350 East Plumeria Drive, San Jose, California, 95134, pursuant to the Notice sent on or about April 21, 2017 to all stockholders of record at the close of business on April 3, 2017.

At the meeting, 31,102,889 shares were represented in person or by proxy, which constituted a quorum. The results of the six 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
 
29,167,175

 
65,516

 
1,870,198

Ralph E. Faison
 
29,139,540

 
93,151

 
1,870,198

Jef T. Graham
 
29,133,226

 
99,465

 
1,870,198

Patrick C.S. Lo
 
29,187,056

 
45,635

 
1,870,198

Gregory J. Rossmann
 
29,136,656

 
96,035

 
1,870,198

Barbara V. Scherer
 
29,170,563

 
62,128

 
1,870,198

Julie A. Shimer
 
29,219,071

 
13,620

 
1,870,198

Grady K. Summers
 
29,168,098

 
64,593

 
1,870,198

Thomas H. Waechter
 
29,219,778

 
12,913

 
1,870,198


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, 2017:

For:
 
30,719,291

Against:
 
380,320

Abstain:
 
3,278

Broker Non-Votes:
 
0


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

For:
 
28,671,777

Against:
 
534,230

Abstain:
 
26,684

Broker Non-Votes:
 
1,870,198




4. Approval of the non-binding advisory proposal regarding the frequency of the advisory vote on executive compensation:

1 Year:
 
23,167,492

2 Years:
 
4,570

3 Years:
 
6,039,211

Abstain:
 
21,418

Broker Non-Votes:
 
1,870,198


Based on these results, and consistent with the Company’s recommendation, the board of directors has determined that the Company will hold an advisory vote on executive compensation every year.

5. Approval of our board of directors' proposal to amend our Certificate of Incorporation and Bylaws to allow stockholders to request special stockholder meetings:

For:
 
25,468,526

Against:
 
3,758,195

Abstain:
 
5,970

Broker Non-Votes:
 
1,870,198


6. Vote on a proposal submitted by a stockholder regarding special stockholder meetings, if properly presented at the meeting:

For:
 
15,428,600

Against:
 
13,796,459

Abstain:
 
7,632

Broker Non-Votes:
 
1,870,198




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 2, 2017
By:
 /s/ Andrew W. Kim    
 
 
Andrew W. Kim
 
 
Senior Vice President, Corporate Development and General Counsel