8-K

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

SEC Form 8-K filed by NETGEAR Inc.