NETGEAR, Inc. (NTGR) Earnings Call Transcript & Summary

Good morning. My name is Patrick Lo, and I'm the Chairman and CEO of NETGEAR. I'm very happy to welcome you to the NETGEAR 2021 Annual Meeting of Stockholders. This year, as we continue to come out of the COVID-19 pandemic, we are holding our annual meeting of stockholders virtually again. While that -- with that in mind, please note that all individuals participating in this meeting on behalf of NETGEAR are doing so from their various locations. So bear with us should there be any delays as we transition between speakers and agenda items. The business of today's meeting is described in the agenda presented on our meeting website. I would like to note that only stockholders who have logged into this virtual meeting with a control number have the opportunity to vote online and to ask questions during the meeting. [Operator Instructions] I want to thank the members of our Board and executive team who are virtually attending this meeting today. As a reminder for our stockholders, in addition to me, the following individuals currently sit on NETGEAR's Board and are standing for reelection. Sarah Butterfass, Laura Durr, Jef Graham, Brad Maiorino, Janice Roberts, Greg Rossmann Barbara Scherer and Thomas Waechter. In addition, I would like to thank representatives of PricewaterhouseCoopers, NETGEAR's independent auditor, for virtually attending this meeting. This meeting will now officially come to order, and we will proceed with the formal business of the meeting described in the agenda and in the notice of annual meeting and proxy statement. The polls are currently open and you may vote online until I announce the closing of the polls, which will occur after all 3 proposals have been presented. We will not accept ballots, proxies, revocations or changes after the closing of the polls. If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now, and your shares will be voted as previously instructed. If you intend to vote and have not voted already done so, you must submit your vote online now in order for it to be counted. We will make (sic) [ take ] any questions related to the proposals after all of the proposals have been presented, after which, we will announce the preliminary results of the voting. In order to conduct an orderly meeting, we ask that you follow the rules of conduct available for your review by clicking on the attachment under meeting materials on our meeting website. Before we move on, I would like to let you know that Andrew Kim, our Senior Vice President of Corporate Development, General Counsel and Secretary, will be serving as the inspector of election. He has signed the oath of the inspector of election, which will be filed with the minutes of this meeting. Andrew also will assist me with additional procedural formalities in the conduct of this meeting. Andrew, would you please report at this time with respect to the stockholders list, the mailing of the notice of the meeting and the presence of a quota.

Thank you, Patrick. I have a complete list of the holders of record of NETGEAR's common stock as of March 29, 2021, the record date for this meeting. This list is available for inspection by stockholders of record during this meeting for any appropriate reason related to this meeting. Please see the link on our meeting website to view this list. I also have an affidavit certifying that a notice of annual meeting of stockholders of NETGEAR was timely mailed to all stockholders as of the record date. Furthermore, I can confirm that we have present virtually and by proxy a sufficient number of shares to constitute a quorum. So the meeting is duly constituted.

Thank you, Andrew. We will now proceed with the formal business of this meeting. After all of the proposals have been described, we will answer any questions submitted online related to the proposals. As a reminder, we ask that any comments or questions during this portion of the meeting pertain only to these proposals. Please submit any questions as soon as possible for our review. There are 3 proposals to be considered by the stockholders at this meeting. The first item of business is the election of 9 nominees for directors to serve until the next annual meeting and until their successors are elected. The nominees for these directors are: Sarah Butterfass, Laura Durr, Jef Graham, Patrick Lo, Brad Maiorino, Janice Roberts, Greg Rossmann, Barbara Scherer and Thomas Waechter. The second item of business today is the ratification of the selection of the Audit Committee of the Board of Directors of PricewaterhouseCoopers as NETGEAR's independent registered public accounting firm for the fiscal year ending December 31, 2021. The third item of business today is the advisory vote on the executive compensation of NETGEAR's named executive officers as described in the proxy statement. The vote on this proposal is a nonbinding stockholder advisory vote. We will now review if there are any questions submitted about the proposals before we close the polls. As a reminder, we will only review and answer questions at this time that pertain to the proposals. Please note that any discussion today may include forward-looking statements and actual results or events may differ materially from those discussed here. Additional information concerning factors that could cause such a difference can be found in our most recently filed quarterly report on Form 10-Q. Andrew, please advise if there are any questions?

There are no questions, Patrick.

As there are no questions, the polls are now closed for voting. Andrew, may we have the preliminary results of the voting?

The preliminary report of the inspector of election covering the proposals presented at this meeting is as follows: One, the proposal to elect each of the 9 aforementioned nominees for directors on the NETGEAR's Board of Directors is carried. Two, the selection of PricewaterhouseCoopers as NETGEAR's independent registered public accounting firm for the fiscal year ending December 31, 2021, is ratified. Three, the resolution concerning the advisory vote on the executive compensation of NETGEAR's named executive Officers is approved. We expect to report our final voting results on our current report on Form 8-K to be filed with the SEC within 4 business days after the end of this meeting.

This concludes today's meeting, and the annual meeting is now adjourned. We thank each of you for joining us today and for your continued support of NETGEAR. Thank you.