8-K – 2025-09-12 – gen-20250909.htm

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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 9, 2025

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

Contingent Value Rights
GENVR
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 2025 Annual Meeting of Stockholders (the “Annual Meeting”) was held on September 9, 2025. 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 446,675,165 16,191,982 279,187 28,184,190
Pavel Baudis 460,235,716 2,633,251 277,367 28,184,190
Eric K. Brandt 416,460,306 46,396,345 289,683 28,184,190
John C.Chrystal 462,523,882 313,597 308,855 28,184,190
Nora M. Denzel 453,222,054 9,633,606 290,674 28,184,190
Emily Heath 461,443,689 1,410,382 292,263 28,184,190
Vincent Pilette 437,015,576 24,135,230 1,995,528 28,184,190
Sherrese M. Smith 459,018,048 2,742,329 1,385,957 28,184,190
Ondrej Vlcek 460,160,047 2,714,996 271,291 28,184,190

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 2026 fiscal year:

Votes For Votes Against Abstentions Broker Non- Votes
460,109,287 30,840,637 380,600 —

The appointment was ratified.

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

Votes For Votes Against Abstentions Broker Non- Votes
430,371,035 30,818,609 1,956,690 28,184,190

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 12th day of September, 2025.

Gen Digital Inc.

By:
/s/ Bryan S. Ko
Bryan S. Ko
Chief Legal Officer and Secretary