NETGEAR shareholders approve directors and proposals

NETGEAR, Inc. reported voting results from its 2026 Annual Meeting of Stockholders held virtually on May 28, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

NETGEAR, Inc. reported voting results from its 2026 Annual Meeting of Stockholders held virtually on May 28, 2026. Stockholders of record as of March 30, 2026 were eligible to vote, and 22,948,062 shares were represented in person or by proxy, establishing a quorum.

Six director nominees, including Charles (CJ) Prober and Janice M. Roberts, each received between roughly 19.3 million and 19.8 million votes in favor, with relatively few votes against or abstentions and 3,066,634 broker non-votes for each nominee. Stockholders also approved two additional proposals, with 22,460,670 votes for one proposal and 19,453,024 votes for another, both receiving substantially more votes for than against.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented at meeting: 22,948,062 shares Proposal vote – first non-director: 22,460,670 for / 475,197 against Proposal vote – second non-director: 19,453,024 for / 408,787 against +3 more

6 metrics

Shares represented at meeting 22,948,062 shares Shares represented in person or by proxy at 2026 Annual Meeting; established quorum

Proposal vote – first non-director 22,460,670 for / 475,197 against Vote totals for one non-director proposal at 2026 Annual Meeting

Proposal vote – second non-director 19,453,024 for / 408,787 against Vote totals for another proposal; includes 3,066,634 broker non-votes

Broker non-votes on director elections 3,066,634 shares Broker non-votes recorded for each director nominee

Votes for Charles (CJ) Prober 19,810,348 for Director election result at 2026 Annual Meeting

Votes for Janice M. Roberts 19,341,705 for Director election result at 2026 Annual Meeting

Key Terms

Annual Meeting of Stockholders, quorum, broker non-votes, emerging growth company, +1 more

5 terms

Annual Meeting of Stockholders financial

"On May 28, 2026, NETGEAR, Inc. ... held its 2026 Annual Meeting of Stockholders"

quorum financial

"At the Annual Meeting, 22,948,062 shares were represented ... which constituted a quorum."

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

broker non-votes financial

"the number of broker non-votes with respect to each proposal"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

emerging growth company regulatory

"Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 ...). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Common Stock, $0.001 par value financial

"Title of each class ... Common Stock, $0.001 par value"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did NETGEAR (NTGR) announce from its 2026 Annual Meeting?

NETGEAR reported certified voting results from its 2026 Annual Meeting of Stockholders held on May 28, 2026. Stockholders elected all director nominees and approved two additional proposals, with each proposal receiving substantially more votes for than against.

How many NETGEAR shares were represented at the 2026 Annual Meeting?

A total of 22,948,062 NETGEAR shares were represented in person or by proxy at the 2026 Annual Meeting. This share count was sufficient to constitute a quorum, allowing all three proposals on the agenda to be validly considered and voted upon.

Were NETGEAR’s director nominees elected at the 2026 Annual Meeting?

Yes, all listed director nominees, including Charles (CJ) Prober and Janice M. Roberts, were elected. Each nominee received around 19.3–19.8 million votes for, relatively few votes against or abstentions, and 3,066,634 broker non-votes recorded for their election.

What were vote totals on NETGEAR’s non-director proposals in 2026?

Stockholders approved two non-director proposals with strong support. One proposal received 22,460,670 votes for, 475,197 against, and 12,195 abstentions. Another proposal received 19,453,024 votes for, 408,787 against, 19,617 abstentions, and 3,066,634 broker non-votes.

When was NETGEAR’s 2026 Annual Meeting held and who could vote?

NETGEAR’s 2026 Annual Meeting of Stockholders was held virtually on May 28, 2026. Stockholders of record as of the close of business on March 30, 2026 were entitled to vote on the three proposals presented at the meeting.

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Accepted by SEC EDGAR 06/02/2026 - 04:08 PM

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 28, 2026

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)

3553 N. First Street

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 5.07

Submission of Matters to a Vote of Security Holders.

On May 28, 2026, NETGEAR, Inc. (the “Company”) virtually held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders of record at the close of business on March 30, 2026, voted on three proposals, each of which is described in more detail in the Proxy Statement. At the Annual Meeting, 22,948,062 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:

1.	The election of six directors to serve until the next Annual Meeting of Stockholders:


	For		Against		Abstain		Broker Non-Votes
Charles (CJ) Prober		19,810,348		57,434		13,646		3,066,634
Sarah S. Butterfass		19,808,270		58,748		14,410		3,066,634
Laura J. Durr		19,721,814		143,173		16,441		3,066,634
Shravan K. Goli		19,605,595		262,370		13,463		3,066,634
Laura C. Orvidas		19,804,821		63,764		12,843		3,066,634
Janice M. Roberts		19,341,705		527,263		12,460		3,066,634

2.	Ratification of the appointment of PricewaterhouseCoopers, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:


For:			22,460,670
Against:			475,197
Abstain:			12,195
Broker Non-Votes:			—

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


For:			19,453,024
Against:			408,787
Abstain:			19,617
Broker Non-Votes:			3,066,634

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
		Chief Legal, Security and Privacy Officer

Dated:		June 2, 2026

Source: View Original Filing on SEC EDGAR

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