8-K

Gen Digital Inc. (GEN)

8-K 2022-09-16 For: 2022-09-13
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Added on April 06, 2026

UNITED STATES

SECURITIES AND EXCHANGECOMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): September 13, 2022

NortonLifeLock Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware<br><br> <br>(State or Other Jurisdiction of<br><br>Incorporation) 000-17781<br><br> <br>(Commission File Number) 77-0181864<br><br> <br>(IRS Employer Identification No.)
60E. Rio Salado Parkway**, Suite1000,** Tempe**, AZ** 85281
--- ---
(Address of Principal Executive<br>Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code

(650) 527-8000

(Former name or former address, if

changed since last report.)

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 (see General Instruction A.2. below):

¨ 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 TradingSymbol Nameof each exchangeon which registered
Common Stock, par value $0.01 per share NLOK 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 5.02 Departure of Directors orCertain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of NortonLifeLock Inc. (the “Company”) was held on September 13, 2022. At the Annual Meeting, the Company's stockholders approved the amendment of the Company's 2013 Equity Incentive Plan (the “Plan”) to eliminate the termination date of the Plan. The amendment of the Plan was approved by the Board of Directors of the Company on June 28, 2022, subject to stockholder approval, and became effective upon such stockholder approval on September 13, 2022. A more complete description of the terms of the Plan and the amendment to the Plan can be found in “Proposal No. 4 — Amendment of the 2013 Equity Incentive Plan” in the Company's definitive proxy statement filed with the Securities and Exchange Commission on August 3, 2022 (the “Proxy Statement”), which description is incorporated by reference herein. The foregoing description and the description incorporated by reference from the Proxy Statement are qualified in their entirety by reference to the Plan, a copy of which is included in the Proxy Statement as Annex B.

Item 5.07 Submission of Matters to a Vote of Security Holders.

Set forth below are the matters the stockholders voted on at the Annual Meeting and the final voting results.

Proposal 1: Election of Directors:

Nominee Votes For Votes <br> Against Abstentions Broker <br> Non-<br> Votes
Sue Barsamian 473,188,016 10,497,666 1,962,201 32,400,139
Eric K. Brandt 435,748,543 47,916,242 1,983,098 32,400,139
Frank E. Dangeard 439,813,239 42,848,008 2,986,636 32,400,139
Nora M. Denzel 475,646,892 8,039,606 1,961,385 32,400,139
Peter A. Feld 468,296,265 15,366,562 1,985,056 32,400,139
Emily Heath 481,394,579 2,288,024 1,965,280 32,400,139
Vincent Pilette 481,288,491 2,386,309 1,973,083 32,400,139
Sherrese M. Smith 477,400,845 6,273,507 1,973,531 32,400,139

Each of the eight nominees was elected to the Company’s Board of Directors, 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 2023 fiscal year:

Votes For Votes Against Abstentions Broker Non-Votes
495,598,041 20,465,068 1,984,913 0

The appointment was ratified.

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

Votes For Votes Against Abstentions Broker Non-Votes
428,708,090 54,763,668 2,176,125 32,400,139

The proposal was approved.

Proposal 4: Amendment of 2013 Equity Incentive Plan:

Votes For Votes Against Abstentions Broker Non-Votes
444,860,018 38,599,929 2,187,936 32,400,139

The proposal was approved.

Proposal 5: Stockholder proposal regarding shareholder ratification of termination pay:

Votes For Votes Against Abstentions Broker Non-Votes
184,323,033 300,316,835 1,008,015 32,400,139

The proposal was not approved.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NortonLifeLock Inc.
Date: September 16,<br> 2022 By: /s/<br> Bryan S. Ko
Bryan S. Ko <br><br> Chief Legal Officer and Corporate Secretary