GENERAL INFORMATION
The enclosed Proxy is solicited on behalf of the Board of Directors of NETGEAR, Inc., a Delaware corporation, for use at the Annual Meeting of Stockholders. The Board
of Directors has made these materials available to you on the Internet or in printed proxy materials in connection with the solicitation of proxies for use at its 2021 Annual Meeting of Stockholders, which will take place at 10:00 a.m. Pacific
Daylight Time on Thursday, May 27, 2021. The Annual Meeting will be a completely virtual meeting of stockholders conducted via live audio webcast. You will be able to attend the Annual Meeting by visiting
www.virtualshareholdermeeting.com/NTGR2021. To participate in the Annual Meeting, you will need the 16-digit control number included on your Notice, proxy card, or voting instruction form. If you
encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the login page at
www.virtualshareholdermeeting.com/NTGR2021. Please be sure to check in by 9:45 a.m. Pacific Daylight Time on May 27, 2021, the day of the Annual Meeting, so we may address any technical difficulties before the Annual Meeting live audio webcast
begins. You will not be able to attend the annual meeting in person. If you attend the annual meeting online, you will be able to vote and submit questions at www.virtualshareholdermeeting.com/NTGR2021.
This proxy statement contains important information regarding our annual meeting. Specifically, it identifies the proposals on which you are being asked to vote,
provides information you may find useful in determining how to vote and describes the voting procedures.
We use several abbreviations in this proxy statement. We
may refer to our Company as NETGEAR, we, us or our. The term proxy materials includes this proxy statement and our Annual Report on Form 10-K for the
year ended December 31, 2020, as well as the proxy or voter instruction card if you received or requested printed proxy materials.
We are mailing the proxy
materials on or about April 15, 2021 to all of our stockholders as of the record date, March 29, 2021. Stockholders who owned NETGEAR common stock at the close of business on March 29, 2021 are entitled to attend and vote at the
annual meeting. A list of our record stockholders as of the close of business on the record date will be made available at our headquarters located at 350 E. Plumeria Drive, San Jose, California 95134, during normal business hours for 10 days prior
to the meeting. To access the list of record stockholders beginning May 17, 2021 and until the meeting, stockholders should email stockadmin@netgear.com. A stockholder may examine the list for any legally valid purpose related to the meeting.
On the record date, approximately 30,757,875 shares of our common stock were issued and outstanding and no shares of our preferred stock were issued and outstanding. We had 51 stockholders of record as of the record date and our common stock was
held by approximately 24,918 beneficial owners.
You may also view this proxy statement, as well as our Annual Report on Form
10-K for the year ended December
31, 2020, online at the following address: https://materials.proxyvote.com.
Notice of Internet Availability of Proxy Materials
Pursuant to rules adopted by the Securities and Exchange Commission, we have elected to provide access to the proxy materials over the Internet. Accordingly, we are
sending a Notice of Internet Availability of Proxy Materials (the Notice) to some of our stockholders. All stockholders will have the ability to access the proxy materials on the website referred to in the proxy materials and on the
website referred to in the Notice. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice.
Questions for Management and the Board at the Annual Meeting
We plan to
have a Q&A session at the annual meeting. Stockholders may submit questions that are relevant to our business live during the annual meeting. Questions may be submitted during the annual meeting through
www.virtualshareholdermeeting.com/NTGR2021.
Voting Procedures
As a stockholder, you have the right to vote on certain business matters affecting us. The three (3) proposals that will be presented at the annual meeting, and
upon which you are being asked to vote, are discussed in the sections entitled Proposal One through Proposal Three below. Each share of NETGEAR common stock you own entitles you to one vote.
On each matter to be voted upon, you have one vote for each share of common stock you own as of March 29, 2021.
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2021 PROXY STATEMENT
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