Gen Digital Inc. (GEN)
NASDAQ: GEN · Real-Time Price · USD
29.76
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Sep 9, 2026, 4:00 PM EDT - Market closed
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AGM 2026

Sep 9, 2026

Summary

The meeting featured the election of nine directors, approval of the independent auditor, and a failed advisory vote on executive compensation. Voting results will be published online, and stockholders were encouraged to participate and submit questions.

Vincent Pilette
Chairman and CEO, Gen Digital

Good morning. I'm Vincent Pilette, Chairman and CEO of Gen Digital. On behalf of the board, our management team, and the employees of Gen, I would like to welcome you to our 2026 annual meeting of stockholders. Today's meeting is being recorded, and a replay will be available on the investor relations section of our website. Before proceeding with the business of the meeting, I would first like to introduce our directors and executive officers in attendance today. Our directors include Sue Barsamian, Pavel Baudiš, Eric Brandt, John Chrystal, Nora Denzel, Emily Heath, Sherrese Smith, and Ondřej Vlček. Our executive officers and management who are in attendance today include Natalie Derse, CFO, Bryan Ko, COO, CLO, and Secretary, and Whitney Clark, General Counsel. Also with us this morning are Candice Bayer and Tracy Chen of KPMG, our independent registered public accounting firm.

They will be available to answer questions later in the meeting. At this time, Whitney Clark, our General Counsel, will conduct the formal portion of this meeting and record the minutes.

Whitney Clark
General Counsel, Gen Digital

Thank you, Vincent. Good morning and welcome. As a reminder, today's annual meeting is being conducted live via webcast, and all participants are attending virtually. By conducting the meeting virtually, Gen hopes to encourage greater attendance among stockholders while expanding the ability for stockholders to communicate with management. As a reminder, this meeting is being conducted in accordance with our bylaws and meeting rules of conduct. The agenda and rules of conduct are also posted on our investor relations website at investor.gendigital.com. Our online pre-meeting stockholder forum has been open for questions prior to this meeting, and we welcome your additional questions during this meeting.

If you have any questions regarding any of the three proposals on the agenda and you have not submitted them already, we ask that you please submit your proposal-related questions now via the Ask a Question tool on the virtual annual meeting platform to ensure we have sufficient time to answer your questions before the polls close. If you hadn't done so already, and you would like to submit a non-proposal-related question to management at the meeting, you may also do so via Ask a Question tool on the virtual annual meeting platform. All questions will be subject to the rules of conduct of the meeting. We have allocated time at the end of the meeting to answer company-related questions. Any unanswered questions will be answered after the meeting, with responses available on our investor relations website.

We have an affidavit from Broadridge certifying that the stockholders of record as July 14th, 2026, were mailed the company's proxy materials on or about July 26th, 2026 and July 28th, excuse me, 2026. The affidavit of mailing and notice will be included with the minutes of this meeting. Kathy Weeden from Broadridge has been appointed to serve as Inspector of Elections. Ms. Weeden, who is in attendance at this meeting, has taken the oath of office and is prepared to serve. Ms. Weeden has advised me that we have a sufficient number of shares represented at this meeting to constitute a quorum. Accordingly, the meeting is duly constituted, and we may proceed with business. It is now 9:03 A.M. on September 9th, and the polls are now open for voting. They will close at the conclusion of the formal portion of this meeting.

Until the polls close, any stockholder may revoke or change his or her vote on any matter online. However, once the poll is closed, no further ballots, proxies or votes or any revocations or changes will be accepted online. If you previously voted via the Internet, telephone or mail, you do not need to take any further action. If you didn't previously vote or wish to change your vote, you may do so now by following the instructions on the virtual annual meeting platform. There are three proposals on the agenda today. The first proposal is select nine nominees to Gen's Board of Directors. The board's nominees to election to the board are directors are Sue Barsamian, Pavel Baudiš, Eric Brandt, John Chrystal, Nora Denzel, Emily Heath, Vincent Pilette, Sherrese Smith, and Ondřej Vlček. We did not receive any other nominations for director.

The second proposal is to ratify the appointment of KPMG LLP to serve as Gen's independent registered public accounting firm for the 2027 fiscal year. The third proposal is an advisory vote to approve our executive compensation. We will now pause to review any questions submitted on the proposals. We will only address questions related to proposals at this time. No proposal-related questions have been submitted. We will now proceed to voting on the agenda terms that I described. It is now 9:05 A.M. on September 9th, and the polls are closed. No additional ballots, proxies or votes, changes or revocations will be accepted. I will now ask Ms. Weeden of Broadridge to give the report on the preliminary voting results.

Kathy Weeden
Inspector of Elections, Broadridge

As Inspector of Elections, I have completed the preliminary tally of the votes. Based on the proxies and ballots received, the preliminary results of the voting are as follows. Proposal one, each of the board's nine nominees has been elected to the board of directors. Each nominee was elected by a majority of the votes cast. Proposal two, the proposal to ratify the appointment of KPMG to serve as Gen's independent registered public accounting firm for the 2027 fiscal year has been approved by the affirmative vote by holders of at least a majority of the shares of the company's common stock, who attended the meeting either in person or by proxy.

Proposal number three, the advisory vote to approve the company's executive compensation has not been approved by the affirmative vote by holders of at least a majority of the shares of the company's common stock who attended the meeting either in person or by proxy.

Whitney Clark
General Counsel, Gen Digital

Thank you, Kathy. A final report by the Inspector of Elections will be included with the minutes of this annual meeting of stockholders. In addition, we will report the final voting results on our investor relations website and in a current report form on Form 8-K within four business days from today. I will now return the floor to Mr. Pilette.

Vincent Pilette
Chairman and CEO, Gen Digital

Thank you, Whitney. This ends the formal portion of our meeting. There being no further business to come before the meeting, this meeting is now adjourned.

Operator

The meeting has now concluded. Thank you for joining, and have a-