8-KFiling Date: Sep 11, 2026

Gen Digital

Shareholder Vote

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ACC: 0000849399-26-000053

Event Type

Shareholder Vote
description

Event Description

Item 5.07. Shareholder Vote
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Gen Digital Inc. held its 2026 Annual Meeting of Stockholders on September 9, 2026, and the report was signed on September 11, 2026, by Bryan S. Ko, Chief Operating Officer, Chief Legal Officer and Secretary. Stockholders elected all nine director nominees: Sue Barsamian (501,437,952 for, 15,853,998 against, 140,197 abstentions, 28,340,494 broker non-votes); Pavel Baudis (515,568,422 for, 1,742,814 against, 120,911 abstentions, 28,340,494 broker non-votes); Eric K. Brandt (459,882,006 for, 57,402,913 against, 147,228 abstentions, 28,340,494 broker non-votes); John C. Chrystal (515,974,361 for, 1,307,897 against, 149,889 abstentions, 28,340,494 broker non-votes); Nora M. Denzel (455,456,097 for, 61,831,685 against, 144,365 abstentions, 28,340,494 broker non-votes); Emily Heath (510,398,184 for, 6,891,131 against, 142,832 abstentions, 28,340,494 broker non-votes); Vincent Pilette (490,474,673 for, 25,327,296 against, 1,630,178 abstentions, 28,340,494 broker non-votes); Sherrese M. Smith (504,842,040 for, 12,069,003 against, 521,104 abstentions, 28,340,494 broker non-votes); and Ondrej Vlcek (515,555,556 for, 1,758,274 against, 118,317 abstentions, 28,340,494 broker non-votes), each to hold office until the next annual meeting and until a successor is elected or until earlier resignation or removal. Stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2027 fiscal year with 513,465,792 votes for, 32,131,523 against, and 175,326 abstentions. The advisory vote to approve the Company’s executive compensation was not approved, with 209,903,985 votes for, 307,097,626 against, 430,536 abstentions, and 28,340,494 broker non-votes; the Company stated it will continue to engage with stockholders based on the say-on-pay results and consider their feedback for future compensation policies and decisions.

Original SEC Filing Text expand_more
Item 5.07 Submission of Matters to a Vote of Security Holders. The Company s 2026 Annual Meeting of Stockholders (the Annual Meeting ) was held on September 9, 2026. 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 501,437,952 15,853,998 140,197 28,340,494 Pavel Baudis 515,568,422 1,742,814 120,911 28,340,494 Eric K. Brandt 459,882,006 57,402,913 147,228 28,340,494 John C.Chrystal 515,974,361 1,307,897 149,889 28,340,494 Nora M. Denzel 455,456,097 61,831,685 144,365 28,340,494 Emily Heath 510,398,184 6,891,131 142,832 28,340,494 Vincent Pilette 490,474,673 25,327,296 1,630,178 28,340,494 Sherrese M. Smith 504,842,040 12,069,003 521,104 28,340,494 Ondrej Vlcek 515,555,556 1,758,274 118,317 28,340,494 Each of the nine 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 2027 fiscal year: Votes For Votes Against Abstentions Broker Non- Votes 513,465,792 32,131,523 175,326 The appointment was ratified. Proposal 3: Advisory vote to approve the Company s executive compensation: Votes For Votes Against Abstentions Broker Non- Votes 209,903,985 307,097,626 430,536 28,340,494 The proposal was not approved. The Company will continue to meaningfully engage with stockholders based on the results of the say-on-pay vote and consider and evaluate their feedback as the Company makes future compensation policies and decisions. 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 11th day of September, 2026. Gen Digital Inc. By: /s/ Bryan S. Ko Bryan S. Ko Chief Operating Officer, Chief Legal Officer and Secretary
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Deep Analysis

Gen Digital's say-on-pay fails at the 2026 annual meeting with 59% of votes cast against — a blunt rebuke of the compensation committee, delivered alongside 11-14% opposition to directors Brandt and Denzel.

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