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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): September 10, 2024

Gen Digital Inc.
(Exact name of registrant as specified in its charter)


Delaware
(State or other jurisdiction of
incorporation or organization)
000-17781
(Commission File Number)
77-0181864
(I.R.S. Employer Identification Number)
60 E. Rio Salado Parkway,
Suite 1000,
Tempe,
Arizona
85281
(Address of principal executive offices and zip code)
(650)
527-8000
(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:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
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:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock,
par value $0.01 per share
GEN
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    ☐
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 5.07 Submission of Matters to a Vote of Security Holders.

The Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”) was held on September 10, 2024. Set forth below are the matters the stockholders voted on at the Annual Meeting and the final voting results.

Proposal 1: Election of Directors:

NomineeVotes ForVotes AgainstAbstentionsBroker Non-Votes
Sue Barsamian469,166,6915,431,538357,84228,764,640
Pavel Baudis473,584,3011,050,334321,43628,764,640
Eric K. Brandt470,825,6993,825,328305,04428,764,640
Frank E. Dangeard447,393,07427,254,563308,43428,764,640
Nora M. Denzel473,958,123720,471277,47728,764,640
Peter A. Feld460,650,25314,021,513284,30528,764,640
Emily Heath474,204,276345,869405,92628,764,640
Vincent Pilette474,189,892506,510259,66928,764,640
Sherrese M. Smith471,715,9092,962,861277,30128,764,640
Ondrej Vlcek470,804,4683,867,753283,85028,764,640

Each of the ten nominees was elected to the Company’s Board of Directors (the “Board”), each to hold office until the next annual meeting of stockholders and until his or her successor has been duly elected or until his or her earlier resignation or removal.

Proposal 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2025 fiscal year:

Votes ForVotes AgainstAbstentionsBroker Non-Votes
473,829,14529,449,644441,922—

The appointment was ratified.

Proposal 3: Advisory vote to approve the Company’s executive compensation:

Votes ForVotes AgainstAbstentionsBroker Non- Votes
451,410,41623,003,439542,21628,764,640

The proposal was approved.

Proposal 4: Vote to approve an amendment and restatement of the 2013 Equity Incentive Plan:

Votes ForVotes AgainstAbstentionsBroker Non- Votes
451,564,79022,787,089604,19228,764,640

The proposal was approved.


SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 13th day of September, 2024.


Gen Digital Inc.
By:
/s/ Bryan S. Ko
Bryan S. Ko
Chief Legal Officer and Corporate Secretary

v3.24.2.u1
Cover
Sep. 10, 2024
Cover [Abstract]  
Document Type 8-K
Document Period End Date Sep. 10, 2024
Entity Registrant Name Gen Digital Inc.
Entity Incorporation, State or Country Code DE
Entity File Number 000-17781
Entity Tax Identification Number 77-0181864
Entity Address, Address Line One 60 E. Rio Salado Parkway
Entity Address, Address Line Two Suite 1000
Entity Address, City or Town Tempe
Entity Address, State or Province AZ
Entity Address, Postal Zip Code 85281
City Area Code 650
Local Phone Number 527-8000
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock,
Trading Symbol GEN
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
Entity Central Index Key 0000849399
Amendment Flag false
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