8-K
Gen Digital Inc. (GEN)
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<br><br>(State or other jurisdiction of<br><br>incorporation or organization) | 000-17781<br><br>(Commission File Number) | 77-0181864<br><br>(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:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| Sue Barsamian | 469,166,691 | 5,431,538 | 357,842 | 28,764,640 |
| Pavel Baudis | 473,584,301 | 1,050,334 | 321,436 | 28,764,640 |
| Eric K. Brandt | 470,825,699 | 3,825,328 | 305,044 | 28,764,640 |
| Frank E. Dangeard | 447,393,074 | 27,254,563 | 308,434 | 28,764,640 |
| Nora M. Denzel | 473,958,123 | 720,471 | 277,477 | 28,764,640 |
| Peter A. Feld | 460,650,253 | 14,021,513 | 284,305 | 28,764,640 |
| Emily Heath | 474,204,276 | 345,869 | 405,926 | 28,764,640 |
| Vincent Pilette | 474,189,892 | 506,510 | 259,669 | 28,764,640 |
| Sherrese M. Smith | 471,715,909 | 2,962,861 | 277,301 | 28,764,640 |
| Ondrej Vlcek | 470,804,468 | 3,867,753 | 283,850 | 28,764,640 |
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 For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 473,829,145 | 29,449,644 | 441,922 | — |
The appointment was ratified.
Proposal 3: Advisory vote to approve the Company’s executive compensation:
| Votes For | Votes Against | Abstentions | Broker Non- Votes |
|---|---|---|---|
| 451,410,416 | 23,003,439 | 542,216 | 28,764,640 |
The proposal was approved.
Proposal 4: Vote to approve an amendment and restatement of the 2013 Equity Incentive Plan:
| Votes For | Votes Against | Abstentions | Broker Non- Votes |
|---|---|---|---|
| 451,564,790 | 22,787,089 | 604,192 | 28,764,640 |
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 |