Compensation Arrangements
Effective as of August 2, 2018, Arlo entered into executive confirmatory offer letters and change in control and severance agreements with
each of Matthew McRae, Christine M. Gorjanc, Patrick J. Collins III and Brian Busse. Effective as of August 1, 2018, the Board adopted the 2018 Equity Incentive Plan and the 2018 Employee Stock Purchase Plan, each of which were approved by
Arlos sole stockholder, NETGEAR, on August 1, 2018.
For further details regarding such compensation arrangements, please see
the description of such arrangements in the Prospectus in the section titled Executive Compensation.
The offer letters with
each of Mr. McRae, Ms. Gorjanc, Mr. Collins and Mr. Busse, the form of change in control and severance agreement and the 2018 Equity Incentive Plan and 2018 Employee Stock Purchase Plan are qualified in their entirety by the full
text of such arrangements, which are attached hereto as Exhibits 10.7, 10.8, 10.9, 10.10, 10.11, 10.12, and 10.13 respectively.
Initial Option
Grants
On August 2, 2018, Arlo granted options to purchase shares of Arlo Common Stock to certain Arlo named executive
officers, as follows, in each case, with an exercise price equal to $16.00 per share: (a) Mr. McRae, 1,875,000 options, (b) Ms. Gorjanc, 468,750 options, and (c) Mr. Collins, 437,499 options. For further details
regarding such option grants, please see the description of each arrangement in the Prospectus in the section titled Executive CompensationIPO Options. The description of the options granted to Mr. McRae, Ms. Gorjanc and
Mr. Collins is qualified in its entirety by reference to the form of option award agreement attached hereto as Exhibit 10.13.
Also
on August 2, 2018, Arlo granted restricted stock units covering 12,500 shares of Arlo Common Stock to each of its
non-employee
directors and 41,000 options to Mr. Busse. For further details regarding
such equity award grants, please see the description of each arrangement in the Prospectus in the section titled Executive CompensationAdditional Grants of Arlo Equity Awards Prior to the Offering.
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Amendment and Restatement of Certificate of Incorporation
On August 2, 2018, in connection with the Separation and the IPO, Arlo amended and restated its Certificate of Incorporation (as amended
and restated, the
Charter
). For further details regarding the Charter, see the description of the Charter set forth in the Prospectus in the section titled Description of Capital Stock. This description does not
purport to be complete and is qualified in its entirety by reference to the full text of the Charter, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
Amendment and Restatement of Bylaws
On August 2, 2018, in connection with the Separation and the IPO, Arlo amended and restated its bylaws (as amended and restated, the
Bylaws
). For further details regarding the Bylaws, see the description of the Bylaws set forth in the Prospectus in the Section titled Description of Capital Stock. This description does not purport to be complete
and is qualified in its entirety by reference to the full text of the Bylaws, which is attached hereto as Exhibit 3.2 and incorporated herein by reference.
Item 5.05
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Amendments to the Registrants Code of Ethics, or Waiver of a Provision of the Code of Ethics.
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Effective upon the completion of the IPO on August 7, 2018, the Board adopted the Arlo Technologies, Inc. Code
of Business Ethics and Conflict of Interest Policy (the
Code of Ethics
). The Code of Ethics applies to all directors, officers and key employees of Arlo.
The foregoing description of the Code of Ethics does not purport to be complete and is qualified in its entirety by reference to the full text
of the Code of Ethics, which is attached hereto as Exhibit 14.1 and incorporated herein by reference.