What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2021-02-26 compared with 2020-02-28 · 69 added, 35 removed, 126 unchanged (45% of the section changed)

17 unchanged sentences

There have been no changes in our internal control over financial reporting during the fiscal quarter ended December 31, 2020 that have materially affected, or are reasonably likely to materially effect, our internal control over financial reporting.

We have not experienced any significant impact to our internal controls over financial reporting despite the fact that most of our employees are working remotely due to the COVID-19 pandemic.

The design of our processes

and controls allow for remote execution with accessibility to secure data.

We are continually monitoring and assessing the COVID-19 situation to minimize the impact, if any, on the design and operating effectiveness on our internal controls.

Inherent Limitations on Effectiveness of Disclosure Controls and Procedures

4 unchanged sentences

Directors, Executive Officers and Corporate Governance

The information required by this Item concerning our directors, executive officers, standing committees and procedures by which stockholders may recommend nominees to our Board of Directors, is incorporated by reference to the sections of our definitive proxy statement to be filed with the Securities and Exchange Commission in connection with our 2020 annual meeting of stockholders (the “ 2020 Proxy Statement”) under the headings “Information Concerning the Nominees and Incumbent Nominees,” “Board and Committee Meetings,” “Audit Committee” and "Delinquent Section 16(a) Reports," and to the information contained in the section captioned “Information about our Executive Officers” included under Part I of this Annual Report on Form 10-K.

The information required by this item and not set forth below will be set forth in our definitive proxy statement for our 2021 Annual Meeting of Stockholders (the “2021 Proxy Statement”) to be filed with the SEC within 120 days after the end of the fiscal year ended December 31, 2020, and is incorporated herein by reference.

We have adopted a Code of Ethics that applies to our Chief Executive Officer and senior financial officers, including our Chief Financial Officer, as required by the SEC.

3 unchanged sentences

Executive Compensation

The information required by this Item is incorporated by reference to the sections of our 2020 Proxy Statement under the headings “Compensation Discussion and Analysis,” “Executive Compensation,” “Director Compensation,” “Fiscal Year 2019 Director Compensation,” “Compensation Committee Interlocks and Insider Participation,” and “Report of the Compensation Committee of the Board of Directors.”

The information required by this item will be set forth in the Proxy Statement and is incorporated herein.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The additional information required by this Item is incorporated by reference to the information contained in the section captioned “Equity Compensation Plan Information” and “Security Ownership of Certain Beneficial Owners and Management” in our 2020 Proxy Statement.

The information required by this item will be set forth in the Proxy Statement and is incorporated herein.

Certain Relationships and Related Transactions, and Director Independence

The information required by this Item is incorporated by reference to the information contained in the section captioned “Election of Directors” and “Related Party Transactions” in our 2020 Proxy Statement.

The information required by this item will be set forth in the Proxy Statement and is incorporated herein.

Principal Accounting Fees and Services

The information required by this Item related to audit fees and services is incorporated by reference to the information contained in the section captioned “Ratification of Appointment of Independent Registered Public Accounting Firm” in our 2020 Proxy Statement.

The information required by this item will be set forth in the Proxy Statement and is incorporated herein.

Exhibits and Financial Statement Schedules

17 unchanged sentences

Exhibit Number

Exhibit Description

Filed Herewith

Exhibit Description Form Date Number Filed Herewith

Amended and Restated Certificate of Incorporation of Arlo Technologies, Inc.

8-K 8/7/2018 3.1

Amended and Restated Bylaws of Arlo Technologies, Inc.

8-K 8/7/2018 3.2

Common Stock Certificate of Arlo Technologies, Inc.

S-1/A 7/23/2018 4.1

Description of Common Stock of Arlo Technologies, Inc.

2 unchanged sentences

dated as of August 2, 2018

8-K 8/7/2018 10.1

Transition Services Agreement, by and between NETGEAR, Inc.

1 unchanged sentence

dated as of August 2, 2018

8-K 8/7/2018 10.2

Tax Matters Agreement, by and between NETGEAR, Inc.

1 unchanged sentence

dated as of August 2, 2018

8-K 8/7/2018 10.3

Employee Matters Agreement, by and between NETGEAR, Inc.

1 unchanged sentence

dated as of August 2, 2018

8-K 8/7/2018 10.4

Intellectual Property Rights Cross-License Agreement, by and between NETGEAR, Inc.

1 unchanged sentence

dated as of August 2, 2018

8-K 8/7/2018 10.5

Registration Rights Agreement, by and between NETGEAR, Inc.

1 unchanged sentence

dated as of August 2, 2018

8-K 8/7/2018 10.6

Office Lease, by and between LT Orchard Parkway, LLC and Arlo Technologies, Inc.

dated as of June 28, 2018

S-1 7/6/2018 10.7

Confirmatory Employment Letter with Matthew McRae

8-K 8/7/2018 10.7

Confirmatory Employment Letter with Christine Gorjanc

8-K 8/7/2018 10.8

Confirmatory Employment Letter with Patrick Collins

8-K 8/7/2018 10.9

Confirmatory Employment Letter with Brian Busse

8-K 8/7/2018 10.10

Change in Control and Severance Agreement

8-K 8/7/2018 10.11

2018 Equity Incentive Plan

8-K 8/7/2018 10.12

2018 Employee Stock Purchase Plan

10-K 2/22/2019 10.14

Performance-Based Option Grant Agreement

8-K 8/7/2018 10.14

Indemnification Agreement for directors and executive officers

S-1/A 7/23/2018 10.16

Non-Employee Director Restricted Stock Unit Grant Agreement

10-Q 8/27/2018 10.17

Cooperation Agreement, dated April 30, 2019, by and among Arlo Technologies, Inc.

and the VIEX Parties listed therein

8-K 5/1/2019 10.1

Separation Agreement, dated May 2, 2019, by and between Arlo Technologies, Inc.

and Patrick J.

10-Q 8/6/2019 10.2

Form of Service and Stock Market Performance-Based Restricted Stock Unit Agreement for Executive Officers

10-Q 11/8/2019 10.1

Form of Service and Revenue Performance-Based Restricted Stock Unit Agreement for Executive Officers

10-Q 11/8/2019 10.2

Form of Service-Based Restricted Stock Unit Agreement for Executive Officers

10-Q 11/8/2019 10.3

Asset Purchase Agreement, by and between Arlo Technologies, Inc.

1 unchanged sentence

dated as of November 4, 2019

10-K 2/28/2020 10.23

Supply Agreement, by and between Arlo Technologies, Inc.

1 unchanged sentence

dated as of November 4, 2019

10-K 2/28/2020 10.24

Business Financing Agreement, by and between Arlo Technologies, Inc.

and Western Alliance Bank dated as of November 5, 2019

10-K 2/28/2020 10.25

Separation Agreement, dated April 23, 2020, by and among Arlo Technologies, Inc., NETGEAR, Inc.

and Christine Gorjanc

10-Q 8/6/2020 10.1

Confirmatory Employment Letter with Gordon Mattingly

10-Q 8/6/2020 10.2

Form of Change in Control and Severance Agreement for non-CEO Executive Officers

10-Q 8/6/2020 10.3

Form of Service and Cash Balance Performance-Based Restricted Stock Unit Agreement for Executive Officers

10-Q 8/6/2020 10.4

Non-Employee Director Compensation Policy

List of subsidiaries and affiliates

5 unchanged sentences

Section 1350 Certification of Principal Financial Officer

Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document X

101.SCH Inline XBRL Taxonomy Extension Schema Document X

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X

104 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X

* Indicates management contract or compensatory plan or arrangement.

7 unchanged sentences

(Principal Executive Officer)

/s/ CHRISTINE M.

/s/ GORDON MATTINGLY

Gordon Mattingly

Chief Financial Officer

2 unchanged sentences

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Matthew McRae and Christine M.

Gorjanc, and each of them, his attorneys-in-fact, each with the power of substitution, for him in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Matthew McRae and Gordon Mattingly, and each of them, his or her attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that each of said attorneys-in-fact, or his substitute or substitutes, may do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated:

/s/ MATTHEW MCRAE

Chief Executive Officer

February 28, 2020

Matthew McRae

(Principal Executive Officer)

/s/ CHRISTINE M.

Chief Financial Officer

February 28, 2020

(Principal Financial and Accounting Officer)

/s/ PRASHANT AGGARWAL

February 28, 2020

Signature Title Date

/s/ MATTHEW MCRAE Chief Executive Officer February 26, 2021

Matthew McRae (Principal Executive Officer)

/s/ GORDON MATTINGLY Chief Financial Officer February 26, 2021

Gordon Mattingly (Principal Financial and Accounting Officer)

/s/ PRASHANT AGGARWAL Director February 26, 2021

Prashant Aggarwal

/s/ JOCELYN E.

CARTER-MILLER

February 28, 2020

CARTER-MILLER Director February 26, 2021

Carter-Miller

February 28, 2020

FAISON Director February 26, 2021

/s/ MICHAEL W.

February 28, 2020

/s/ AMY ROTHSTEIN

February 28, 2020

POPE Director February 26, 2021

/s/ AMY ROTHSTEIN Director February 26, 2021

Amy Rothstein

February 28, 2020

SUMMERS Director February 26, 2021

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures