Gen Digital Inc.

0000849399 false 0000849399 2026-09-09 2026-09-09 0000849399 us-gaap:CommonStockMember 2026-09-09 2026-09-09 0000849399 gen:ContingentValueRightsMember 2026-09-09 2026-09-09 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, 2026 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 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