NETGEAR INC
For the period ended May 29, 2025. Filed Apr 18, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 29, 2025 · Filed Apr 18, 2025
NTGR$18.88-0.8%Stored close · as of Nov 6, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
| Notice of 2025 Annual Meeting of Stockholders To Our Stockholders: We are looking forward to our upcoming Annual Meeting, which we are pleased to be hosting virtually this year to help enhance stockholder participation. A virtual format provides each stockholder the same opportunity to participate as they would at an in-person meeting regardless of geographic location. We value your input and encourage your attendance. Your vote is important.To attend, go to www.virtualshareholdermeeting.com/NTGR2025 and log in using the control number on your Notice of Internet Availability, proxy card or voting instruction form. We encourage you to join 15 minutes before the start time. As there will not be a physical location for our Annual Meeting, no stockholders will attend in-person. | 2025 Annual Meeting of Stockholders Thursday, May 29, 2025 10:00 a.m. Pacific Daylight Time BY PHONE Call the telephone number on your proxy card | ||
| Agenda Item | BoardRecommendation | For moreinformation | |
| 1. | To elect the Board’s seven (7) nominees for director to serve until the next Annual Meeting of Stockholders | FOR(all nominees) | Page 6 |
| 2. | To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 | FOR | Page 22 |
| 3. | To approve the non-binding advisory proposal regarding executive compensation | FOR | Page 25 |
| 4. | To approve the NETGEAR, Inc. 2025 Equity Incentive Plan | FOR | Page 29 |
| 5. | To approve an amendment to the NETGEAR, Inc. 2003 Employee Stock Purchase Plan to increase the number of shares of our common stock available for sale thereunder by 1,500,000 shares | FOR | Page 38 |
| We also will consider any other matters that may properly be brought before the Annual Meeting (and any postponements or adjournments of the Annual Meeting). As of the date of this proxy statement, we have not received notice of any such matters. Note for Street-Name Holders: If you hold your shares in street name, it is critical that you cast your vote if you want it to count in Proposal One, Proposal Three, Proposal Four and Proposal Five. If you hold your shares in street name and you do not instruct your bank, broker or other nominee how to vote for Proposal One, Proposal Three, Proposal Four or Proposal Five, no votes will be cast on your behalf for those Proposals. Your bank, broker or other nominee will, however, continue to have discretion to vote any uninstructed shares on the ratification of the appointment of our independent registered public accounting firm (Proposal Two). Important Notice Regarding the Internet Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 29, 2025 (the “Annual Meeting”): Both the proxy statement and NETGEAR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, are available electronically at https://investor.netgear.com/financials/sec-filings/default.aspx and www.proxyvote.com. By order of the Board of Directors, Charles (CJ) Prober Chief Executive Officer San Jose, California April 18, 2025YOUR VOTE IS IMPORTANT. PLEASE VOTE AS PROMPTLY AS POSSIBLE. | BY MAIL Sign, date and return your proxy card in the enclosed envelope BY INTERNET Online at the Meeting Attend the Annual Meeting virtually at www.virtualshareholder meeting.com/NTGR 2025 and follow the instructions on the website Online Before the Meeting Visit www.proxyvote.com |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.