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):
October 24, 2021
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 (see General Instruction A.2. below):
☐ | 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).
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 2.02 | Results of Operations and Financial Condition. |
On October 27, 2021, NETGEAR, Inc. (the “Company” or “NETGEAR”) issued a press release announcing its financial results for its third fiscal quarter ended October 3, 2021, the text of which is furnished herewith as Exhibit 99.1.
The information 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 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that Section. The information furnished pursuant to this Item 2.02 and the exhibit to this 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.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 23, 2021, the Company filed a Form 8-K under Item 5.02 pursuant to which it announced that the Board of Directors of the Company (the "Board") had appointed Mr. Shravan Goli to its Board, effective as of August 19, 2021. At that time, Mr. Goli had not been appointed to any committees of the Board. On October 24, 2021, the Board appointed Mr. Goli to the Software and Subscription Committee of the Board and to the Nominating and Corporate Governance Committee of the Board, both effective immediately.
Item 8.01 Other Events.
On October 24, 2021, the Board approved an incremental share repurchase program authorizing the Company to repurchase up to an additional 3,000,000 shares of the Company’s common stock.
The stock repurchase authorization is in accordance with Rule 10b-18 of the Exchange Act, does not have an expiration date, and the pace of repurchase activity will depend on factors such as levels of cash generation from operations, cash requirements for acquisitions, current stock price and other factors. Under the program, the Company may repurchase shares from time to time on the open market. The Company will finance the repurchase program with available cash on hand. The stock repurchase program may be modified or discontinued at any time.
Item 9.01 Financial Statements and Exhibits.
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: October 27, 2021
NETGEAR, INC.
| | |
By: | | /s/ Bryan D. Murray |
Bryan D. Murray |
Chief Financial Officer |
