false 0001122904 0001122904 2020-10-13 2020-10-13




Washington, D.C. 20549  




Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):

October 13, 2020


(Exact name of Registrant as specified in its charter)








(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




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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d) On October 13, 2020, the Board of Directors (the "Board") of NETGEAR, Inc. ("NETGEAR") elected Sarah Butterfass to serve as a member of the Board, effective immediately.

Upon joining the Board, Ms. Butterfass received a grant of three thousand seven hundred twenty (3,720) restricted stock units, which will vest on the date of NETGEAR’s 2021 Annual Meeting of Stockholders, subject to Ms. Butterfass continuing to serve as a member of the Board until such date. NETGEAR and Ms. Butterfass also entered into NETGEAR's standard Indemnification Agreement for directors.

On October 15, 2020, NETGEAR issued a press release announcing the appointment of Ms. Butterfass to the Board. The full text of the press release is attached hereto as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits


Exhibit Number





Press Release, Dated October 15, 2020



Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document)






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 15, 2020








By: /s/ Andrew W. Kim


      Andrew W. Kim


      Senior Vice President, Corporate Development, General Counsel and Secretary



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