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):
December 31, 2024
NETGEAR, INC.
(Exact name of Registrant as specified in its charter)
Delaware |
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000-50350 |
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77-0419172 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(I.R.S. Employer Identification Number) |
350 East Plumeria Drive, San Jose, California |
95134 |
(Address of principal executive offices) |
(Zip Code) |
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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: |
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Title of each class |
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Trading symbol(s): |
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Name of each exchange on which registered |
Common Stock, $0.001 par value |
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NTGR |
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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 |
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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.
(b) As previously announced, David J. Henry, President and General Manager of Connected Home Products and Services of NETGEAR, Inc. (the “Company”), separated from employment with the Company on December 31, 2024 (the “Separation Date”).
Consistent with the previously publicly disclosed terms of the Change of Control and Severance Agreement between the Company and Mr. Henry dated August 27, 2018 (the “Severance Agreement”), in exchange for a Separation Agreement and Release, Mr. Henry will receive: (i) a lump sum equivalent to twelve (12) months of Mr. Henry’s base salary, less applicable withholding; (ii) reimbursement for twelve (12) months of COBRA premiums; and (iii) acceleration of vesting of unvested time-based restricted stock units as if Mr. Henry had continued providing services as an employee of the Company until the twelve (12) month anniversary of the Separation Date, and unvested performance-based restricted stock units that have achieved the applicable performance metrics as of Mr. Henry’s last day of employment. In addition, as further consideration for the Separation Agreement and Release and in acknowledgement of his contributions to the Company through the end of 2024, Mr. Henry will be eligible to receive his bonus for the second half of 2024, if any, which will be paid at the same time as bonuses are paid to other qualifying employees with the amount of his bonus ultimately be determined by the Company in its sole discretion.
All of the foregoing benefits are subject to the terms and conditions of the Severance Agreement, including Mr. Henry’s timely execution of an effective release of claims against the Company.
Item 9.01 Financial Statements and Exhibits
(d) |
Exhibits |
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Exhibit Number |
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Description |
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Separation Agreement and Release dated as of January 1, 2025 between the Company and David J. Henry |
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104 |
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Cover Page Interactive Data File (the cover page XBRL tags are embedded within the Inline XBRL document) |
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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.
Dated: January 7, 2025 |
NETGEAR, INC. |
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By: |
/s/ Kirsten J. Daru |
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Name: |
Kirsten J. Daru |
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Title: |
General Counsel and Chief Privacy Officer |
SEPARATION AGREEMENT AND RELEASE
This Separation Agreement and Release (“Agreement”) is made by and between David Henry (“Employee”) and NETGEAR, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
WHEREAS, Employee was employed by the Company;
WHEREAS, Employee signed an At-Will Employment, Confidential Information, Invention Assignment Agreement (“Confidentiality Agreement”), as well as a Mutual Arbitration Agreement with the Company (“Arbitration Agreement”), each of which is hereby survived and incorporated by reference;
WHEREAS, the Company and Employee have entered into a Change of Control and Severance Agreement dated 27th August, 2018 (the “Severance Agreement”), which provides for severance of twelve (12) months and other consideration upon execution, without revocation, of a Release presented to Employee as provided in the Severance Agreement (with Employee’s acknowledgement that this Separation Agreement and Release is provided in accordance with and subject to that Severance Agreement);
WHEREAS, the Employee will separate from employment with the Company effective December 31, 2024 (the “Separation Date”); and
WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that the Employee may have against the Company and any of the Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related to Employee’s employment with or separation from the Company;
NOW, THEREFORE, in consideration of the mutual promises made herein, the Company and Employee hereby agree as follows:
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Employee’s own expense.
Agreement, as to that portion of the awards that would have otherwise vested in accordance with the vesting schedules applicable thereto, as if Employee had continued providing services as an employee of the company until the twelve (12) month anniversary of the Separation Date. This includes Employee’s unvested performance-based RSU’s that have achieved the applicable performance metrics as of his last day of employment and are set to thus vest in the 12 months following Employee’s Separation Date. For the avoidance of doubt, the Parties acknowledge that any other unvested time and performance-based RSUs granted to Employee by the Company shall otherwise not vest and shall terminate as of the Separation Date.
corporations and assigns (collectively, the “Releasees”). Employee, on Employee’s own behalf and on behalf of Employee’s respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of the Releasees arising from any omissions,
acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement, including, without limitation:
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provided, however, that nothing in this agreement shall be construed as a requirement for or condition to any payment due under the Wage Payment and Collection Act, Delaware Social Media Law, Delaware Minimum Wage Act;
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Notwithstanding the foregoing general releases, Employee acknowledges that Employee has not made any claims or allegations related to sexual harassment or sexual abuse, and none of the payments set forth as consideration in this Agreement are related to sexual harassment or sexual abuse.
Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters released. This release does not extend to any obligations incurred under this Agreement. Although this is a general release, it does not apply to:
(i) any unemployment insurance claim; (ii) any workers’ compensation insurance benefits to the extent any applicable state law prohibits the direct release of such benefits without judicial or agency approval, with the understanding that such benefits, if any, would only be payable in accordance with the terms of any workers’ compensation coverage or fund of the Company; (iii) continued participation in certain benefits under COBRA (and any state law counterpart), if
applicable; (iv) any benefit entitlements vested as of Employee’s last day of employment, pursuant to written terms of any applicable employee benefit plan sponsored by the Company; (v) any claims that cannot be waived as a matter of law; or (vi) claims that arise after Employee signs this Agreement. Employee represents that Employee has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived or released by this Section.
days following Employee’s execution of this Agreement to revoke this Agreement; (d) this Agreement shall not be effective until after the revocation period has expired; and (e) nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs for doing so, unless specifically authorized by federal law. In the event Employee signs this Agreement and returns it to the Company in less than the 60-day period identified above (but in any event on or after the Separation Date), Employee hereby acknowledges that Employee has freely and voluntarily chosen to waive the time period allotted for considering
this Agreement. Employee acknowledges and understands that revocation must be accomplished by a written notification to the person executing this Agreement on the Company’s behalf that is received prior to the Effective Date. The parties agree that changes, whether material or immaterial, do not restart the running of the 60-day period.
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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.
Employee, being aware of said code section, agrees to expressly waive any rights Employee may have thereunder (if applicable), as well as under any other statute or common law principles of similar effect.
Agreement (hereinafter collectively referred to as “Separation Information”). Except as required by law, Employee may disclose Separation Information only to Employee’s immediate family
members, the Court in any proceedings to enforce the terms of this Agreement, Employee’s legal counsel, and Employee’s accountant and any professional tax advisor to the extent that they need to know the Separation Information in order to provide advice on tax treatment or to prepare tax returns, subject to such parties agreeing to maintain such information as confidential, and must prevent disclosure of any Separation Information to all other third parties. Employee agrees that Employee will not publicize, directly or indirectly, any Separation Information. Nothing in this Confidentiality provision, or this Agreement generally, (a) restricts Employee from making statements to co-workers, former co-workers, or any third party to the extent protected by the National Labor Relations Act (“NLRA”); (b) denies Employee the right to disclose information about unlawful acts in the workplace, including, but not limited to, sexual harassment, sexual assault, discrimination, or any other conduct that Employee has reason to believe is unlawful; or (c) waives Employee’s right to testify in an administrative, legislative, or judicial proceeding
concerning alleged criminal conduct or sexual harassment, sexual assault, discrimination, or any other conduct that Employee has reason to believe is unlawful when Employee has been required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature, or as otherwise allowed by the Permitted Disclosures and Actions provision.
including the provisions therein regarding nondisclosure of the Company’s trade secrets and
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confidential and proprietary information. Employee’s signature below constitutes Employee’s
certification under penalty of perjury that Employee has returned all documents and other items provided to Employee by the Company, developed or obtained by Employee in connection with Employee’s employment with the Company, or otherwise belonging to the Company.
differences, grievances, claims, charges, or complaints by any third party against any of the Releasees, unless under a subpoena or other court order to do so. Employee agrees both to immediately notify the Company upon receipt of any such subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court order. If approached by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against any of the Releasees, Employee shall state no more than that Employee cannot provide counsel or assistance.
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person or entity concerning the Company’s products, services or programs; or its business affairs, operation, management and financial condition; or the circumstances surrounding Employee’s employment and/or separation from employment from the Company. Nothing in this Defamation provision, or this Agreement generally, (a) restricts Employee from making statements to co- workers, former co-workers, or any third party to the extent protected by the National Labor
Relations Act (“NLRA”); (b) denies Employee the right to disclose information about unlawful acts in the workplace, including, but not limited to, sexual harassment, sexual assault, discrimination, or any other conduct that Employee has reason to believe is unlawful; or (c) waives Employee’s right to testify in an administrative, legislative, or judicial proceeding concerning alleged criminal conduct or sexual harassment, sexual assault, discrimination, or any other conduct that Employee has reason to believe is unlawful when Employee has been required or requested to attend the proceeding pursuant to a court order, subpoena, or written request from an administrative agency or the legislature, or as otherwise allowed by the Permitted Disclosures and Actions provision.
Employee shall direct any inquiries by potential future employers to the Company’s human
resources department, which shall use its best efforts to provide only the Employee’s last position and dates of employment.
ANY OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO ARBITRATION,
BEFORE JUDICIAL ARBITRATION & MEDIATION SERVICES, INC. (“JAMS”), PURSUANT TO ITS EMPLOYMENT ARBITRATION RULES & PROCEDURES (“JAMS RULES”). THE ARBITRATOR MAY GRANT INJUNCTIONS AND OTHER RELIEF IN SUCH DISPUTES. THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE ARBITRATION. THE PARTIES AGREE THAT THE PREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE
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ARBITRATION AWARD. THE PARTIES TO THE ARBITRATION SHALL EACH PAY AN EQUAL SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, AND EACH PARTY SHALL SEPARATELY PAY FOR ITS RESPECTIVE COUNSEL FEES AND EXPENSES; PROVIDED, HOWEVER, THAT THE ARBITRATOR SHALL AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW. THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY. NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS ARBITRATION PROVISION SHALL BE CONSTRUED TO LIMIT THE PERMITTED DISCLOSURES AND ACTIONS PROVISION, OR OTHERWISE PROHIBIT ANY CURRENT OR FORMER EMPLOYEE FROM FILING ANY CHARGE OR COMPLAINT OR PARTICIPATING IN ANY INVESTIGATION OR PROCEEDING CONDUCTED BY AN ADMINISTRATIVE AGENCY, INCLUDING BUT NOT LIMITED TO THE EEOC, DOL, OR NLRB.
account of (a) Employee’s failure to pay or the Company’s failure to withhold, or Employee’s delayed payment of, federal or state taxes, or (b) damages sustained by the Company by reason of any such claims, including attorneys’ fees and costs.
represents that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein.
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Agreement and Employee’s employment with and separation from the Company and the events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this Agreement and Employee’s relationship with the Company, with the exception of the Confidentiality Agreement, Arbitration Agreement, and any applicable equity related agreements.
(ii) sixty (60) days after receipt of this Agreement. Each Party has seven (7) days after that Party signs this Agreement to revoke it. This Agreement will become effective on the eighth (8th) day after Employee signed this Agreement, so long as it has been signed by the Parties and has not been revoked by either Party before that date (the “Effective Date”).
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[NOT TO BE SIGNED UNTIL ON OR AFTER THE SEPARATION DATE]
IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below.
Dated: 1/1/2025 |
DAVID HENRY |
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/s/ David Henry |
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David Henry, an individual |
Dated: 1/2/2025 |
NETGEAR, Inc. |
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By /s/ Fiona Spratt |
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Fiona Spratt |
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SVP, People |
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