Annual General Meeting Transcript - GEN 2026-09-09

Speaker 2

Good morning. I'm Vincent Pilette, Chairman and CEO of GEN Digital. On behalf of the board, our management team, and the employees of GEN, I would like to welcome you to our 2026 Annual Meeting of Stockholders. Today's meeting is being recorded, and a replay will be available on the Investor Relations section of our website. Before proceeding with the business of the meeting, I would first like to introduce our directors and executive officers in attendance today. Our directors include Sue Barsamian, Pavel Bodice, Eric Brandt, John Crystal, Nora Denzel, Emily Heath, Sherry Smith, and Andrei Volchek. Our executive officers and management who are in attendance today include Natalie Dursey, CFO, Brian Koh, COO, CLO, and Secretary, and Whitney Clark, General Counsel. Also with us this morning are Candace Byer and Tracy Chen of KPMG, our independent registered public accounting firm. They will be available to answer questions later in the meeting. At this time, Whitney Clark, our General Counsel, will conduct the formal portion of this meeting and record the minutes.

Speaker 1

Thank you, Vincent. Good morning and welcome. As a reminder, today's annual meeting is being conducted live via webcast and all participants are attending virtually. By conducting the meeting virtually, Jen hopes to encourage greater attendance among stockholders while expanding the ability for stockholders to communicate with management. As a reminder, this meeting is being conducted in accordance with our bylaws and meeting rules of conduct. The agenda and rules of conduct are also posted on our investor relations website at investor.jendigital.com. Our online pre-meeting stockholder forum has been open for questions prior to this meeting, and we welcome your additional questions during this meeting. If you have any questions regarding any of the three proposals on the agenda and you have not submitted them already, we ask that you please submit your proposal-related questions now via the Ask a Question tool on the virtual annual meeting platform to ensure we have sufficient time to answer your questions before the polls close. If you hadn't done so already and you would like to submit a non-proposal-related question to management at the meeting, you may also do so via Ask a Question tool on the virtual annual meeting platform. All questions will be subject to the rules of conduct of the meeting. We have allocated time at the end of the meeting to answer company-related questions. Any unanswered questions will be answered after the meeting with responses available on our investor relations website. We have an affidavit from Broadridge certifying that the stockholders of records as July 14, 2026 were mailed to the company's proxy materials on or about July 26, 2026, or July 28, excuse me, 2026. The affidavit of mailing a notice will be included with the minutes of this meeting. Kathy Whedon from Broadridge has been appointed to serve as Inspector of Elections. Ms. Whedon, who is in attendance at this meeting, has taken the oath of office and is prepared to serve. Ms. Whedon has advised me that we have a sufficient number of shares represented at this meeting to constitute a quorum. Accordingly, the meeting is duly constituted and we may proceed with business. It is now 9.03 a.m. on September 9th and the polls are now open for voting. They will close at the conclusion of the formal portion of this meeting until the polls close, any stockholder may revoke or change his or her vote on any matter online. However, once the polls close, no further ballots, proxies, or votes, or any revocations or changes will be accepted online. If you previously voted via the internet, telephone, or mail, you do not need to take any further action. If you didn't previously vote or wish to change your vote, you may do so now by following the instructions on the virtual annual meeting platform. There are three proposals on the agenda today. The first proposal is to select nine nominees to Jen's board of directors. The board's nominees to election to the board, our directors are Sue Barsamian, Pavel Botas, Eric Brandt, John Crystal, Nora Denzel, Emily Heath, Vincent Pellet, Cherie Smith, and Andre Volchek. We did not receive any other nominations for director. The second proposal is to ratify the appointment of KPMG LLP to serve as Jen's independent registered public accounting firm for the 2027 fiscal year the third proposal is an advisory vote to approve our executive compensation we will now pause to review any questions submitted on the proposals we only address questions related to the polls at this time no proposal related questions have been submitted we will now proceed to voting on the agenda terms that i described it is now 9 0 5 a.m on september 9th and the polls are closed no additional ballots proxies, or votes, changes, or revocations will be accepted. I will now ask Ms. Whedon of Broadridge to give the report on the preliminary voting results.

Speaker 3

As Inspector of Elections, I have completed the preliminary tally of the votes. Based on the proxies and ballots received, the preliminary results of the voting are as follows. Proposal 1, each of the board's nine nominees has been elected to the board of directors. Each nominee was elected by a majority of the votes cast. Proposal 2, the proposal to ratify the appointment of KPMG to serve as GEM's independent registered public accounting firm for the 2027 fiscal year, has been approved by the affirmative vote by holders of at least a majority of the shares of the company's common stock who attended the meeting either in person or by proxy. Proposal 3, the advisory vote to approve the company's executive compensation has not been approved by the affirmative vote by holders of at least a majority of the company's common stock who attended the meeting, either in person or by proxy.

Speaker 1

Thank you, Kathy. A final report by the Inspector of Elections will be included with the minutes of this annual meeting of stockholders. In addition, we will report the final voting results on our investor relations website and in a current report form on Form 8K within four business days from today. I will now return the floor to Mr. Pellett.

Speaker 2

Thank you, Whitney. This ends the formal portion of our meeting. There being no further business to come before the meeting, this meeting is now adjourned.

Speaker 4

The meeting has now concluded. Thank you for joining and have a pleasant day.