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Gen Digital investors reject executive pay plan

Gen Digital stockholders elected all directors and ratified KPMG, but failed to approve the advisory say-on-pay executive compensation proposal.

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
8-K

Rhea-AI Filing Summary

Gen Digital Inc. (GEN) reported results of its 2026 Annual Meeting of Stockholders held on September 9, 2026. Stockholders elected all nine nominated directors, including Vincent Pilette and Ondrej Vlcek, to serve until the next annual meeting and until their successors are duly elected or upon earlier resignation or removal.

Stockholders also ratified the appointment of KPMG LLP as the independent registered public accounting firm for the 2027 fiscal year, with 513,465,792 votes for and 32,131,523 against. However, in the advisory say-on-pay vote, stockholders did not approve executive compensation, with 209,903,985 votes for and 307,097,626 against. The company states it will continue to meaningfully engage with stockholders and consider their feedback in future compensation policies and decisions.

Positive

  • None.

Negative

  • Executive compensation not approved: The advisory say-on-pay proposal received 209,903,985 votes for and 307,097,626 votes against, indicating significant stockholder opposition to current executive pay practices.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Votes for say-on-pay 209,903,985 votes Advisory vote to approve executive compensation at the 2026 Annual Meeting
Votes against say-on-pay 307,097,626 votes Advisory vote to approve executive compensation at the 2026 Annual Meeting
Broker non-votes on say-on-pay 28,340,494 votes Advisory vote to approve executive compensation at the 2026 Annual Meeting
Votes for ratification of KPMG LLP 513,465,792 votes Ratification of independent registered public accounting firm for 2027 fiscal year
Votes against ratification of KPMG LLP 32,131,523 votes Ratification of independent registered public accounting firm for 2027 fiscal year
Votes for John C. Chrystal 515,974,361 votes Election of directors at the 2026 Annual Meeting
Votes for Vincent Pilette 490,474,673 votes Election of directors at the 2026 Annual Meeting
Votes for Ondrej Vlcek 515,555,556 votes Election of directors at the 2026 Annual Meeting
broker non-votes regulatory
"Votes For | Votes Against | Abstentions | Broker Non- Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
advisory vote regulatory
"Proposal 3: Advisory vote to approve the Company’s executive compensation"
An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.
executive compensation financial
"Advisory vote to approve the Company’s executive compensation"
Payments and benefits given to a company's top leaders — including base salary, cash bonuses, stock awards, options and retirement or perquisites — designed to compensate and motivate them. Investors care because these packages affect a company’s costs, influence executives’ decisions and signal how well management’s interests line up with shareholders’; like a captain’s contract, the structure of pay can encourage safe navigation toward long-term gains or risky short-term moves that hurt returns.
independent registered public accounting firm regulatory
"Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Annual Meeting of Stockholders regulatory
"The Company’s 2026 Annual Meeting of Stockholders was held on September 9, 2026"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Gen Digital (GEN) stockholders vote on at the 2026 Annual Meeting?
Stockholders voted on nine director elections, ratification of KPMG LLP as independent registered public accounting firm for 2027, and an advisory say-on-pay proposal regarding executive compensation.

Were all Gen Digital (GEN) director nominees elected at the 2026 Annual Meeting?
Yes. Each of the nine director nominees, including Sue Barsamian, Pavel Baudis, Eric K. Brandt, John C. Chrystal, Nora M. Denzel, Emily Heath, Vincent Pilette, Sherrese M. Smith, and Ondrej Vlcek, was elected to the Board to serve until the next annual meeting.

Did Gen Digital (GEN) stockholders approve the ratification of KPMG LLP?
Yes. Stockholders ratified KPMG LLP as Gen Digital’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.

What were the results of Gen Digital’s (GEN) say-on-pay vote on executive compensation?
The say-on-pay proposal was not approved, receiving 209,903,985 votes for, 307,097,626 votes against, 430,536 abstentions, and 28,340,494 broker non-votes. The company states it will continue engaging with stockholders on compensation matters.

How many votes did Gen Digital (GEN) CEO Vincent Pilette receive for his director election?
Vincent Pilette received 490,474,673 votes for, 25,327,296 votes against, 1,630,178 abstentions, and 28,340,494 broker non-votes in his election to the Board of Directors.

Which Gen Digital (GEN) director nominee received the highest number of votes for election?
Among the listed vote totals, John C. Chrystal received the highest number of votes for election, with 515,974,361 votes for, 1,307,897 votes against, 149,889 abstentions, and 28,340,494 broker non-votes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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, 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

Source: View Original Filing on SEC EDGAR

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