Quarterly Report — Form 10-Q — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 818K
2: EX-3.2 Certificate of Amendment to Amended and Restated HTML 30K Certificate of Incorporation
3: EX-3.3 Amended and Restated Bylaws of the Registrant HTML 154K
4: EX-31.1 Rule 13A-14(A)/15D-14(A) Certification of HTML 33K
Principal Executive Officer
5: EX-31.2 Rule 13A-14(A)/15D-14(A) Certification of HTML 33K
Principal Financial Officer
6: EX-32.1 Section 1350 Certification of Principal Executive HTML 29K
Officer
7: EX-32.2 Section 1350 Certification of Principal Financial HTML 29K
Officer
54: R1 Document And Entity Information HTML 45K
43: R2 Unaudited Condensed Consolidated Balance Sheets HTML 117K
52: R3 Unaudited Condensed Consolidated Statements Of HTML 85K
Operations
56: R4 Unaudited Condensed Consolidated Statement of HTML 51K
Comprehensive Income
73: R5 Unaudited Condensed Consolidated Statements Of HTML 114K
Cash Flows
45: R6 The Company And Basis of Presentation HTML 33K
51: R7 Summary of Significant Accounting Policies HTML 33K
38: R8 Balance Sheet Components HTML 143K
29: R9 Derivative Financial Instruments HTML 276K
74: R10 Net Income Per Share HTML 66K
58: R11 Income Taxes HTML 34K
57: R12 Commitments And Contingencies Commitments and HTML 108K
contingencies
63: R13 Stockholders' Equity HTML 105K
64: R14 Employee Benefit Plans HTML 88K
61: R15 Segment Information and Operations By Geographic HTML 140K
Area
65: R16 Fair Value Measurements HTML 106K
53: R17 Shipping and Handling Fees and Costs (Notes) HTML 29K
55: R18 Restructuring and Other Charges (Notes) HTML 47K
60: R19 Balance Sheet Components (Tables) HTML 159K
79: R20 Derivative Financial Instruments (Tables) HTML 263K
69: R21 Net Income Per Share (Tables) HTML 64K
48: R22 Commitments And Contingencies Product Warranties HTML 45K
(Tables)
59: R23 Stockholders' Equity (Tables) HTML 92K
50: R24 Employee Benefit Plans (Tables) HTML 94K
22: R25 Segment Information and Operations By Geographic HTML 136K
Area (Tables)
70: R26 Fair Value Measurements (Tables) HTML 102K
76: R27 Restructuring and Other Charges (Tables) HTML 44K
33: R28 Balance Sheet Components (Narrative) (Details) HTML 35K
32: R29 Balance Sheet Components (Schedule Of HTML 43K
Available-For-Sale Short-Term) (Details)
36: R30 Balance Sheet Components (Schedule Of Accounts HTML 39K
Receivable And Related Allowances) (Details)
37: R31 Balance Sheet Components (Schedule Of Inventories) HTML 38K
(Details)
39: R32 Balance Sheet Components (Schedule Of Property And HTML 41K
Equipment, Net) (Details)
20: R33 Balance Sheet Components Balance Sheet Components HTML 32K
- Property and Equipment, Other Information
(Details)
67: R34 Balance Sheet Components (Schedule Of Intangibles, HTML 41K
Net) (Details)
47: R35 Balance Sheet Components (Schedule Of Estimated HTML 43K
Amortization Expense Related To Intangibles)
(Details)
49: R36 Balance Sheet Components Schedule of Other HTML 37K
Non-Current Assets (Details)
25: R37 Balance Sheet Components (Schedule Of Other HTML 40K
Accrued Liabilities) (Details)
78: R38 Derivative Financial Instruments (Narrative) HTML 52K
(Details)
14: R39 Derivative Financial Instruments (Schedule Of Fair HTML 42K
Values Of The Company's Derivative Instruments And
The Line Items On The Consolidated Balance Sheets)
(Details)
40: R40 Derivative Financial Instruments Scheduel of HTML 57K
Offsetting of Derivative Assets (Details)
72: R41 Derivative Financial Instruments Schedule of HTML 61K
Offsetting of Derivate Liabilities (Details)
24: R42 Derivative Financial Instruments (Schedule Of HTML 49K
Company's Derivative Instruments On Other
Comprehensive Income And The Consolidated
Statement Of Operations) (Details)
31: R43 Derivative Financial Instruments (Schedule Of HTML 33K
Derivatives Not Designated As Hedging Instruments)
(Details)
35: R44 Net Income Per Share (Schedule Of Net Income Per HTML 53K
Share) (Details)
44: R45 Income Taxes (Narrative) (Details) HTML 35K
19: R46 Commitments And Contingencies (Narrative) HTML 115K
(Details)
28: R47 Commitments And Contingencies Schedule of Product HTML 34K
Warranty Liability (Details)
16: R48 Stockholders' Equity (Narrative) (Details) HTML 51K
71: R49 Stockholders' Equity (Schedule Of Changes in HTML 45K
Accumulated Other Comprehensive Income by
Component Net of Tax) (Details)
23: R50 Stockholders' Equity (Schedule of HTML 46K
Reclassifications Out Of Accumulated Other
Comprehensive Income) (Details)
68: R51 Employee Benefit Plans (Narrative) (Details) HTML 49K
26: R52 Employee Benefit Plans (Schedule Of Stock Option HTML 55K
Activity) (Details)
41: R53 Employee Benefit Plans (Schedule Of RSU Activity) HTML 52K
(Details)
15: R54 Employee Benefit Plans (Schedule Of Valuation And HTML 38K
Expense Information) (Details)
18: R55 Employee Benefit Plans (Schedule Of Total HTML 40K
Stock-Based Compensation Expense Resulting From
Stock Options, Restricted Stock Awards, And The
Employee Stock Purchase Plan) (Details)
34: R56 Segment Information and Operations By Geographic HTML 25K
Area(Narrative) (Details)
21: R57 Segment Information and Operations By Geographic HTML 69K
Area (Schedule Of Reportable Segment And
Reconciliation Of Segment Contribution Income To
Income Before Income Taxes) (Details)
75: R58 Segment Information and Operations By Geographic HTML 43K
Area (Schedule Of Net Revenue By Geography
Periods) (Details)
46: R59 Segment Information and Operations By Geographic HTML 40K
Area (Schedule Of Long-Lived Asset By Geographic
Areas) (Details)
62: R60 Fair Value Measurements (Summary Of Valuation Of HTML 78K
Company's Financial Instruments By Various Levels)
(Details)
27: R61 Shipping and Handling Fees and Costs (Narrative) HTML 31K
(Details)
30: R62 Restructuring and Other Charges (Narrative) HTML 37K
(Details)
66: R63 Restructuring and Other Charges Schedule of HTML 41K
Restructuring and Other Charges (Details)
77: XML IDEA XML File -- Filing Summary XML 144K
17: EXCEL IDEA Workbook of Financial Reports XLSX 81K
8: EX-101.INS XBRL Instance -- ntgr-20150628 XML 2.86M
10: EX-101.CAL XBRL Calculations -- ntgr-20150628_cal XML 203K
11: EX-101.DEF XBRL Definitions -- ntgr-20150628_def XML 694K
12: EX-101.LAB XBRL Labels -- ntgr-20150628_lab XML 1.43M
13: EX-101.PRE XBRL Presentations -- ntgr-20150628_pre XML 849K
9: EX-101.SCH XBRL Schema -- ntgr-20150628 XSD 154K
42: ZIP XBRL Zipped Folder -- 0001122904-15-000057-xbrl Zip 228K
‘EX-3.2’ — Certificate of Amendment to Amended and Restated Certificate of Incorporation
NETGEAR, INC., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows:
FIRST: The name of the Corporation is NETGEAR, Inc. The original Certificate of Incorporation of the Corporation was filed with the Delaware Secretary of State on January 8, 1996.
SECOND:
The Board of Directors of the Corporation, acting in accordance with the provisions of Sections 141 and 242 of the General Corporation Law of the State of Delaware, adopted resolutions amending its Amended and Restated Certificate of Incorporation as follows:
A.ARTICLE X of the Corporation’s Amended and Restated Certificate of Incorporation be, and it hereby is, amended and restated to read in its entirety as follows:
“The Board is expressly empowered to adopt, amend or repeal any of the Bylaws of the Corporation. Any adoption, amendment or repeal
of the Bylaws of the Corporation by the Board shall require the approval of a majority of the Board. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation; provided, however, that, except as otherwise required by law or by this Certificate with respect to any vote of the holders of any class or series of stock of the Corporation, the affirmative vote of the holders of at least a majority of the votes cast at a meeting of the stockholders by the holders of stock entitled to vote at such meeting, voting together as a single class, shall be required to adopt, amend or repeal all or any portion of Article II, Section 3.2, Section 3.3, Section 3.4, Section 3.14, Article VI or Article IX of the Bylaws
of the Corporation.”
B.ARTICLE XII of the Corporation’s Amended and Restated Certificate of Incorporation be, and it hereby is, amended and restated to read in its entirety as follows:
“The Corporation reserves the right to amend or repeal any provision contained in this Certificate in the manner prescribed by the laws of the State of Delaware and all rights conferred upon stockholders are granted subject to this reservation; provided, however, that, notwithstanding any other provision of this Certificate, or any provision of law that might otherwise permit a lesser vote or no vote, but in addition to any vote of the holders of any class or series of the stock of this Corporation
required by law or by this Certificate, the affirmative vote of the holders of at least a majority of the voting power of the then outstanding shares of voting stock entitled to vote generally in the election of directors, voting together as a single class, shall be required to amend or repeal this Article XII, Article V, Article VI, Article VIII, Article IX or Article X.”
THIRD: The foregoing amendment was submitted to the stockholders of the Corporation for their approval, and was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.
IN WITNESS WHEREOF, NETGEAR, INC. has caused this Certificate of Amendment to be signed by its Chief Executive Officer this 2nd
day of June, 2015.