NETGEAR (NTGR) Proxy filing summary

Executive summary

• The 2026 annual meeting will be held virtually on May 28, 2026, with voting on director elections, auditor ratification, and executive compensation advisory vote.

• The board recommends voting FOR all six director nominees, FOR ratification of PricewaterhouseCoopers LLP as auditor, and FOR the say-on-pay proposal.

• Shareholders can vote online, by phone, mail, or during the virtual meeting; street-name holders must instruct their brokers to ensure votes are counted for non-routine matters.

• As of March 30, 2026, there were 27,343,499 shares of common stock outstanding and approximately 19,000 beneficial owners.

Voting matters and shareholder proposals

• Proposal One: Elect six directors to serve until the 2027 annual meeting.

• Proposal Two: Ratify PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026.

• Proposal Three: Approve a non-binding advisory vote on executive compensation.

• Shareholders may submit proposals or director nominations for the 2027 meeting by December 17, 2026, with proxy access for groups holding at least 3% of shares for three years.

Board of directors and corporate governance

• The board will consist of six directors after the meeting, all current members except one not standing for re-election.

• Board committees include Audit, Compensation and Talent, Cybersecurity, and Nominating and Corporate Governance, all composed of independent directors.

• The board is led by an independent chair, Janice M. Roberts, and emphasizes diversity in skills and experience.

• Annual board and committee self-evaluations are conducted by an independent consultant.

• Stock ownership guidelines require directors to own shares equal to five times their annual cash retainer.