Gen Digital Inc. filed an 8-K on September 11, 2026 reporting the final voting results from its 2026 Annual Meeting of Stockholders, held on September 9, 2026, covering director elections, auditor ratification, and an executive compensation advisory vote.

Key Highlights

  • All nine director nominees elected: Each nominee received enough votes to be elected to the Board, with terms running until the next annual meeting.
  • KPMG LLP ratified as auditor: Stockholders approved the appointment of KPMG LLP as independent registered public accounting firm for fiscal year 2027, with 513,465,792 votes for and 32,131,523 against.
  • Say-on-pay vote failed: The advisory vote on executive compensation was not approved, with 307,097,626 votes against versus 209,903,985 votes for.
  • Highest director opposition: Nora M. Denzel received 61,831,685 votes against, and Eric K. Brandt received 57,402,913 votes against, the two highest opposition totals among nominees.
  • Broker non-votes: 28,340,494 broker non-votes were recorded for each director election and the say-on-pay proposal.
  • Company response to say-on-pay: According to the filing, the company stated it "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."

Gen Digital Stockholders Reject Executive Pay Plan, Elect Full Board Slate

Gen Digital Inc. (NASDAQ:GEN) disclosed the results of its 2026 Annual Meeting of Stockholders in an 8-K filed with the Securities and Exchange Commission on September 11, 2026. The meeting was held on September 9, 2026, and covered three proposals: director elections, auditor ratification, and an advisory vote on executive compensation.

All nine director nominees were elected to the Board, according to the filing. John C. Chrystal received the highest "for" vote total at 515,974,361, while Nora M. Denzel and Eric K. Brandt faced the most opposition, with 61,831,685 and 57,402,913 votes against, respectively. Vincent Pilette, who also serves as a named officer based on the filing's context, received 490,474,673 votes for and 25,327,296 against, along with 1,630,178 abstentions, the highest abstention count among nominees. Each elected director will serve until the next annual meeting of stockholders or until his or her earlier resignation or removal, the filing states.

The ratification of KPMG LLP as the company's independent registered public accounting firm for fiscal year 2027 passed with 513,465,792 votes for, 32,131,523 against, and 175,326 abstentions, with no broker non-votes recorded for this proposal. The advisory say-on-pay vote, however, was not approved, with 307,097,626 votes against compared to 209,903,985 in favor and 430,536 abstentions. The filing noted the company's intention to engage with stockholders and incorporate their feedback into future compensation decisions.

What Was Disclosed

Gen Digital Inc. reported final vote tallies from its September 9, 2026 Annual Meeting, covering nine director elections (all passed), KPMG LLP auditor ratification (approved), and an advisory executive compensation vote (not approved) in a filing signed by Chief Operating Officer, Chief Legal Officer and Secretary Bryan S. Ko.