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):

~~May~~June 295, 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 58.~~07 Submission~~01 ofOther ~~Matters to a Vote of Security Holders.~~Events

On ~~May~~June 295, 2025, NETGEAR, Inc. (~~the~~ “~~Company~~NETGEAR”) ~~virtually~~or ~~held its 2025 Annual Meeting of Stockholders (~~the “~~Annual Meeting~~Company”). Atannounced ~~the~~that ~~Annual~~it ~~Meeting,~~had ~~the~~entered ~~Company’s~~into ~~stockholders~~an ofagreement ~~record~~to atacquire ~~the~~Exium ~~close~~Inc. ~~of business on March 31~~(“Exium”), ~~2025,~~a ~~voted~~cybersecurity onsoftware ~~five proposals~~company, ~~each~~as part of ~~which~~its iscontinuing ~~described~~investment in ~~more~~cloud-based ~~detail~~solutions infor ~~the~~advanced ~~Proxy~~business ~~Statement~~connectivity. AtExium’s ~~the~~products ~~Annual~~and ~~Meeting,~~expertise ~~25,361,311~~will ~~shares~~help ~~were~~add ~~represented~~an inintegrated ~~person~~Secure orAccess byService ~~proxy,~~Edge ~~which~~(SASE) ~~constituted~~platform ato ~~quorum.~~NETGEAR’s ~~The~~robust ~~following~~network isoffering afor ~~brief~~small ~~description of each matter voted upon~~ and ~~the~~medium ~~certified~~enterprises ~~results,~~which ~~including~~strategically ~~the~~aligns ~~number of votes cast for or against each proposal, the number of abstentions~~ with ~~respect~~NETGEAR’s toexisting ~~each proposal~~products, teams and the ~~number~~markets ofit ~~broker non-votes with respect to each proposal:~~serves.

The ~~election~~transaction ofis ~~seven~~subject ~~directors~~to customary closing conditions and is expected to ~~serve~~close ~~until~~by the ~~next~~end ~~Annual~~of ~~Meeting~~the second quarter of ~~Stockholders:~~2025. As part of the transaction, certain employees of Exium are expected to join the Company, and a portion of their compensation is contemplated to include equity awards issued in connection with NETGEAR’s 2024 Inducement Plan consistent with the Company’s pay-for-performance compensation philosophy.

	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

The agreement includes customary terms and conditions and is not expected to have a material impact on the Company’s results from operations or financial position for the year ending December 31, 2025. The total purchase price of less than $15 million, upon closing, is expected to be paid in cash from existing reserves. A press release regarding the transaction is furnished as Exhibit 99.1 to this Report on Form 8-K.

~~Ratification~~Item of9.01 Financial ~~the~~Statements ~~appointment~~and ~~of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025:~~Exhibits

For:		24,749,422
Against:		604,755
Abstain:		7,134
Broker Non-Votes:		-

(d) Exhibits

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


Exhibit Number		Description
99.1		Press Release, dated June 5, 2025, regarding agreement to acquire Exium

104		Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)

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.

NETGEAR, INC. By: /s/ Kirsten J. Daru Kirsten J. Daru General Counsel and Chief Privacy Officer Dated: June 5, 2025

By:	/s/ Kirsten J. Daru
	Kirsten J. Daru
	General Counsel and Chief Privacy Officer
Dated:	May 30, 2025

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