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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):

July 16, 2024

 

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:

 

☐

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 July 16, 2024, the Board of Directors (the "Board") of NETGEAR, Inc. ("NETGEAR") elected Laura Orvidas to serve as a member of the Board, effective immediately. The Board also appointed Ms. Orvidas to the Compensation and Talent Committee of the Board and the Cybersecurity Committee of the Board, both effective immediately. There are no arrangements or understandings between Ms. Orvidas and any other person pursuant to which Ms. Orvidas was selected as a director. There are no transactions involving Ms. Orvidas that would be required to be reported under Item 404(a) of Regulation S-K.

Upon joining the Board, Ms. Orvidas received a grant of eleven thousand one hundred and fifty (11,150) restricted stock units, which will vest on the date of NETGEAR’s 2025 Annual Meeting of Stockholders, subject to Ms. Orvidas continuing to serve as a member of the Board until such date. NETGEAR and Ms. Orvidas also entered into NETGEAR’s standard Indemnification Agreement for directors.

 

 

 

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:

July 18, 2024

 

 

NETGEAR, INC.

 

 

 

By:

/s/ Kirsten J. Daru

 

Kirsten J. Daru

 

General Counsel and Chief Privacy Officer

 

 

 

 

 

 

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Document and Entity Information
Jul. 16, 2024
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Document Type 8-K
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Document Period End Date Jul. 16, 2024
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)
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Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock, $0.001 par value
Trading Symbol NTGR
Security Exchange Name NASDAQ
NETGEAR (NASDAQ:NTGR)
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