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): August 7, 2011
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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On August 7, 2011, the Board of Directors of NETGEAR, Inc. (“NETGEAR”) elected Barbara V. Scherer to serve as a member of the Board of Directors (the “Board”) and appointed Ms. Scherer as a member of the Audit Committee of the Board, both effective as of August 7, 2011.
Upon joining the Board, Ms. Scherer received a grant of eight thousand (8,000) restricted stock units, which will vest one-third (1/3) per year upon each anniversary of her start date. NETGEAR and Ms. Scherer also entered into the standard NETGEAR Indemnification Agreement for directors.
On August 9, 2011, NETGEAR issued a press release announcing the appointment of Ms. Scherer 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 |
Description | |
| 99.1 | Press Release dated August 9, 2011 | |
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. | ||||||
| Dated: August 9, 2011 | By: | /s/ Andrew W. Kim | ||||
| Andrew W. Kim | ||||||
| Vice President, Legal and Corporate Development | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated August 9, 2011 | |