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UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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FORM 8-K |
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CURRENT REPORT |
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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
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Date of Report (Date of earliest event reported): January 14, 2009 |
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NETGEAR, INC. |
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(Exact name of Registrant as specified in its charter) |
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Delaware |
000-50350 |
770419172 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
350 E. Plumeria Dr. San Jose, CA 95134 |
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(Address, including zip code, of principal executive offices) |
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(408) 907-8000 |
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(Registrant's telephone number, including area code) |
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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) Election of Directors
On January 14, 2009, the Board of Directors of NETGEAR, Inc. ("NETGEAR") elected Jocelyn Carter-Miller to serve as a member of the Board of Directors (the "Board") and appointed Ms. Carter-Miller as a member of the Audit Committee of the Board, all effective January 14, 2009.
Upon joining the NETGEAR Board, Ms. Carter-Miller received an initial 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. Carter-Miller also entered into the standard NETGEAR Indemnification Agreement for directors.
On January 16, 2009, NETGEAR issued a press release announcing the appointment of Ms. Carter-Miller to its 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 Description
99.1 Press Release, dated January 16, 2009.
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: January 16, 2009 By: /s/ Andrew W. Kim
Andrew W. Kim
Vice President, Legal and Corporate Development
EXHIBIT INDEX
Exhibit Number Description
99.1 Press Release, dated January 16, 2009
Exhibit 99.1
NETGEAR
NEWS RELEASE
NETGEAR
® Announces Appointment of New Board DirectorSAN JOSE, Calif. - January 16, 2009 - NETGEAR, Inc. (Nasdaq: NTGR), a worldwide provider of technologically advanced, branded networking products, today announced the appointment of Jocelyn Carter-Miller to its Board of Directors effective as of January 14, 2009.
Patrick Lo, Chairman and CEO of NETGEAR, Inc., commented, "We are extremely pleased to welcome Jocelyn to the NETGEAR Board of Directors. She brings a wealth of marketing experience with her, which is the one area of the Board we felt we could improve on, and she will be an immediate, valuable and contributing member of our Board."
Since 2005, Ms. Carter-Miller has been President of TechEdVentures, Inc., a community empowerment firm that educates and inspires children, families and communities through the development and management of charter schools and community-based programs. From February 2002 until March 2004, Ms. Carter-Miller was Executive Vice President and Chief Marketing Officer of Office Depot, Inc. Prior to that, she spent a decade with Motorola, initially as a Director of Marketing and Network Service Quality and ultimately as Corporate Vice President and Chief Marketing Officer. She also spent eight years at Mattel in marketing, product development and strategic business planning roles. Ms. Carter-Miller has a bachelor's degree in accounting from the University of Illinois and an MBA from the University of Chicago.
Ms. Carter-Miller is also a director of the Principal Financial Group, Inc., the Interpublic Group of Companies, Inc. and several non-profit organization boards.
About NETGEAR, Inc.
NETGEAR (NASDAQGM: NTGR) designs innovative, branded technology solutions that address the specific networking, storage, and security needs of small- to medium-sized businesses and home users. The company offers an end-to-end networking product portfolio to enable users to share Internet access, peripherals, files, multimedia content, and applications among multiple computers and other Internet-enabled devices. Products are built on a variety of proven technologies such as wireless, Ethernet and powerline, with a focus on reliability and ease-of-use. NETGEAR products are sold in over 29,000 retail locations around the globe, and via more than 41,000 value-added resellers. The company's headquarters are in San Jose, Calif., with additional offices in 25 countries. NETGEAR is an ENERGY STAR® partner. More information is available by visiting www.netgear.com or calling (408) 907-8000.
©2009 NETGEAR, Inc. NETGEAR
® and the NETGEAR logo are trademarks or registered trademarks of NETGEAR, Inc. in the United States and/or other countries. Other brand and product names are trademarks or registered trademarks of their respective holders. Information is subject to change without notice. All rights reserved.Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995 for NETGEAR, Inc
.:This press release contains forward-looking statements within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Specifically, statements concerning the expected performance characteristics, specifications, market acceptance, market growth, specific uses, user feedback and market position of NETGEAR's products and technology are forward-looking statements within the meaning of the Safe Harbor. These statements are based on management's current expectations and are subject to certain risks and uncertainties, including, without limitation, the following: the actual price, performance and ease of use of NETGEAR's products may not meet the price, performance and ease of use requirements of customers; product performance may be adversely affected by real world operating conditions; failure of products may under certain circumstances cause permanent loss of end user data; new viruses or Internet threats may develop that challenge the effectiveness of security features in NETGEAR's product s; the ability of NETGEAR to market and sell its products and technology; the impact and pricing of competing products; and the introduction of alternative technological solutions. Further information on potential risk factors that could affect NETGEAR and its business are detailed in the Company's periodic filings with the Securities and Exchange Commission, including, but not limited to, those risks and uncertainties listed in the section entitled "Part II - Item 1A. Risk Factors," pages 31 through 44, in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 28, 2008, filed with the Securities and Exchange Commission on November 7, 2008. NETGEAR undertakes no obligation to release publicly any revisions to any forward-looking statements contained herein to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events.