NETGEAR INC
For the period ended May 30, 2024. Filed Apr 18, 2024.
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May 30, 2024 · Filed Apr 18, 2024
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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 |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under § 240.14a-12 |
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NETGEAR, INC.
(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. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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Notice of 2024 Annual Meeting of Stockholders
To Our Stockholders:
This year, we will hold the Annual Meeting virtually. To attend, go towww.virtualshareholdermeeting.com/NTGR2024 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. There will not be a physical location for our Annual Meeting, and you will not be able to attend the Annual Meeting in person.
In structuring our virtual Annual Meeting, our goal is to enhance rather than constrain stockholder participation in the Annual Meeting. We have designed the Annual Meeting to provide stockholders with the same opportunities to participate as they would have at anin-person meeting. We aim to provide a consistent experience to all stockholders regardless of geographic location.
| 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 5 |
| 2. | To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 | FOR | Page 20 |
| 3. | To approve the non-binding advisory proposal regarding executive compensation | FOR | Page 23 |
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 and Proposal Three. 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 or Proposal Three, 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 30, 2024 (the “Annual Meeting”): Both the proxy statement and NETGEAR’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, are available electronically athttps://investor.netgear.com/financials/sec-filings/default.aspx andwww.proxyvote.com.
By order of the Board of Directors,
Charles (CJ) Prober
Chief Executive Officer
San Jose, California
April 18, 2024
YOUR VOTE IS IMPORTANT. PLEASE VOTE AS PROMPTLY AS POSSIBLE.
2024 Annual Meeting of Stockholders
Thursday,
May 30, 2024
10:00 a.m. Pacific
Daylight Time
BY PHONE
Call the telephone number on your proxy card
BY MAIL
Sign, date and return your proxy card in the enclosed envelope
BY INTERNET
Online at the Meeting
Attend the Annual Meeting virtually atwww.virtualshareholder meeting.com/NTGR 2024 and follow the instructions on the website
Online Before the Meeting
Visitwww.proxyvote.com
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.