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):

~~April~~ 30May 29, 2025

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 25.0207 Submission ~~Results~~ of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

On ~~April~~May 3029, 2025, NETGEAR, Inc. ~~issued~~(the a“Company”) ~~press~~virtually ~~release~~held ~~announcing~~ its ~~financial~~2025 ~~results~~Annual ~~for~~Meeting ~~its~~of ~~first~~Stockholders ~~fiscal~~(the ~~quarter~~“Annual ~~ended~~Meeting”). At the Annual Meeting, the Company’s stockholders of record at the close of business on March 3031, 2025, ~~the~~voted ~~text~~on five proposals, each of which is ~~furnished~~described ~~herewith~~in asmore ~~Exhibit~~detail 99in the Proxy Statement.1 At the Annual Meeting, 25,361,311 shares were represented in person or by proxy, which constituted a quorum. The following is a brief description of each matter voted upon and the certified results, including the number of votes cast for or against each proposal, the number of abstentions with respect to each proposal, and the number of broker non-votes with respect to each proposal:

The ~~information~~election ~~furnished pursuant to this Item 2.02 and the exhibit to this Current Report are being furnished and shall not be deemed “filed” for purposes~~ of ~~Section~~seven 18directors ~~of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject~~ to ~~the~~serve ~~liabilities~~until ~~of that Section. The information furnished pursuant to this Item 2.02 and~~ the ~~exhibit~~next toAnnual ~~this~~Meeting ~~Current Report shall not be incorporated by reference in any filing under the Securities Act~~ of ~~1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.~~Stockholders:

Item 9.01 Financial Statements and Exhibits.


	For		Against		Abstain		Broker Non-votes
Charles (CJ) Prober		22,746,127		493,839		7,286		2,114,059
Sarah S. Butterfass		22,448,274		791,993		6,985		2,114,059
Laura J. Durr		23,191,196		49,033		7,023		2,114,059
Shravan K. Goli		22,675,012		564,932		7,308		2,114,059
Bradley L. Maiorino		23,192,037		47,891		7,324		2,114,059
Laura C. Orvidas		23,006,857		236,110		4,285		2,114,059
Janice M. Roberts		22,662,019		578,248		6,985		2,114,059

~~(d) Exhibits~~Ratification of the appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:

Exhibit Number		Description
For:		24,749,422
99.1		Press Release, Dated April 30, 2025
Against:		604,755
104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)
Abstain:		7,134
Broker Non-Votes:		-

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


For:		16,114,000
Against:		7,091,966
Abstain:		41,286
Broker Non-Votes:		2,114,059

Approval of the NETGEAR, Inc. 2025 Equity Incentive Plan:


For:		12,114,005
Against:		11,112,667
Abstain:		20,580
Broker Non-Votes:		2,114,059

Approval of an amendment to the NETGEAR, Inc. 2003 Employee Stock Purchase Plan to increase the number of shares of NETGEAR, Inc. common stock authorized for sale thereunder by 1,500,000 shares:


For:		23,134,209
Against:		103,231
Abstain:		9,812
Broker Non-Votes:		2,114,059

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: April 30, 2025

NETGEAR, INC.

By: /s/ Bryan D. Murray Bryan D. Murray Chief Financial Officer


By:	/s/ Kirsten J. Daru
	Kirsten J. Daru
	General Counsel and Chief Privacy Officer

Dated:	May 30, 2025

Filing Compare · NETGEAR, INC.