8-K

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):

October 13, 2020

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):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading symbol(s):	Name of each exchange on which registered
Common Stock, $0.001 par value	NTGR	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company 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 ☐

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. ☐

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On October 13, 2020, the Board of Directors (the "Board") of NETGEAR, Inc. ("NETGEAR") elected Sarah Butterfass to serve as a member of the Board, effective immediately.

Upon joining the Board, Ms. Butterfass received a grant of three thousand seven hundred twenty (3,720) restricted stock units, which will vest on the date of NETGEAR’s 2021 Annual Meeting of Stockholders, subject to Ms. Butterfass continuing to serve as a member of the Board until such date. NETGEAR and Ms. Butterfass also entered into NETGEAR's standard Indemnification Agreement for directors.

On October 15, 2020, NETGEAR issued a press release announcing the appointment of Ms. Butterfass to the Board. The full text of the press release is attached hereto as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release, Dated October 15, 2020
104	Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

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.

Dated: October 15, 2020

NETGEAR, INC.

By: /s/ Andrew W. Kim

      Andrew W. Kim

      Senior Vice President, Corporate Development, General Counsel and Secretary

EX-99.1

Exhibit 99.1

NEWS RELEASE

NETGEAR APPOINTS SARAH BUTTERFASSTO BOARD OF DIRECTORS

SAN JOSE, California —October 15^th, 2020 — NETGEAR®, Inc. (NASDAQ: NTGR), the leading provider of networking devices for small businesses, the smart home and online game play, welcomes Sarah Butterfass to the company’s board of directors. Sarah has held executive roles with some of the top consumer-facing brands including Groupon and Orbitz.

“Sarah’s background in delivering world-class customer experience and loyalty for some of the most recognized brands in the industry will prove instrumental as we continue to deliver more value-added services to our industry-leading networking products.”

Sarah is the incoming Chief Product Officer (CPO) at FanDuel. As CPO, Sarah will lead the product development organization and will be responsible for delivering world-class experiences to FanDuel customers. Prior to FanDuel, Sarah served as Groupon’s Chief Product Officer. As Groupon’s top product development leader, Sarah oversaw the company’s global product organization in developing the future of the Groupon experience for consumers and businesses across all channels and all verticals. Prior to Groupon, Sarah served as E*TRADE’s Senior Vice President and Head of Customer Experience. While at E*TRADE, she also served as Senior Vice President of the company’s Trader Group and Chief Marketing Officer of OptionsHouse, an E*TRADE company.  Prior to E*TRADE, Sarah was Vice President of Customer Loyalty at Orbitz and served in other senior product roles.  Sarah has an M.B.A. from the Kellogg School of Management and a bachelor’s degree from Northwestern University.  

About NETGEAR, Inc.

NETGEAR® (NASDAQ: NTGR) has pioneered advanced networking technologies for homes, businesses, and service providers around the world since 1996 and leads the industry with a broad range of award-winning products designed to simplify and improve people's lives. By enabling people to collaborate and connect to a world of information and entertainment, NETGEAR is dedicated to delivering innovative and advanced connected solutions ranging from mobile and cloud-based services for enhanced control and security, to smart networking products, video over Ethernet for Pro AV applications, easy-to-use WiFi solutions and performance gaming routers to enhance online game play.  The company is headquartered out of San Jose, Calif. with offices located around the globe. More information is available from the NETGEAR Investor Page or by calling (408) 907-8000. Connect with NETGEAR: Twitter, Facebook, Instagram and the NETGEAR blog at NETGEAR.com.

©2020 NETGEAR, Inc. NETGEAR and the NETGEAR logo are trademarks and/or registered trademarks of NETGEAR, Inc. and/or its affiliates in the United States and/or other countries. Other brand and product names are for identification purposes only and may be trademarks or registered trademarks of their respective holder(s). The information contained herein is subject to change without notice. NETGEAR shall not be liable for technical or editorial errors or omissions contained herein. All rights reserved.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 for NETGEAR, Inc.: This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Specifically, statements concerning NETGEAR's business and the expected performance characteristics, specifications, reliability, market acceptance, market growth, specific uses, user feedback and market position of NETGEAR's products and technology are forward-looking statements within the meaning of the Safe Harbor. These statements are based on management's current expectations and are subject to certain risks and uncertainties, including, without limitation, the following: the actual price, performance and ease-of-use of NETGEAR's products may not meet the price, performance and ease-of-use requirements of customers; product performance may be adversely affected by real world operating conditions; failure of products may under certain circumstances cause permanent loss of end user data; new viruses or Internet threats may develop that challenge the effectiveness of security features in NETGEAR's products; the ability of NETGEAR to market and sell its products and technology; the impact and pricing of competing products; and the introduction of alternative technological solutions. Further information on potential risk factors that could affect NETGEAR and its business are detailed in the Company's periodic filings with the Securities and Exchange Commission. NETGEAR undertakes no obligation to release publicly any revisions to any forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.

Source: NETGEAR-G

U.S. Media Contact: Nathan Papadopulos, (408) 890-3889, NPapadopulos@netgear.com

U.S. Sales Inquiries: (408) 907-8000, sales@netgear.com

XML

Document and Entity Information	Oct. 13, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Oct. 13, 2020
Entity Registrant Name	NETGEAR, INC.
Entity Central Index Key	0001122904
Entity Emerging Growth Company	false
Entity File Number	000-50350
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	77-0419172
Entity Address, Address Line One	350 East Plumeria Drive
Entity Address, City or Town	San Jose
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	95134
City Area Code	(408)
Local Phone Number	907-8000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value
Trading Symbol	NTGR
Security Exchange Name	NASDAQ