Gen Digital Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of the nine nominees named in the proxy statement to Gen’s Board of Directors to serve until the next annual meeting.

2. 2

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of KPMG LLP as Gen’s independent registered public accounting firm for fiscal year 2027.

3. 3

   Advisory Vote to Approve Executive Compensation

   ManagementBoard: FOR

   Non-binding, advisory vote (say-on-pay) to approve the compensation of Gen’s named executive officers, as disclosed in the proxy statement.

   More detail

   This proposal asks shareholders to cast a non-binding advisory vote to approve the Company’s executive compensation as disclosed in the proxy statement, including the Compensation Discussion & Analysis, tables, and narrative. Management seeks this endorsement to validate its pay-for-performance approach that it says aligns executive incentives with both short-term operational goals (e.g., bookings growth subject to a non-GAAP operating income threshold and a responsible-business modifier) and long-term value creation (through multi-year PRUs and the new VCP II program). VCP II is a 100% performance-based long-term program with aggressive revenue targets (designed to double FY25 revenue by FY30 at higher payout levels) combined with a relative TSR modifier, and the Company emphasizes that these awards are structured with long service requirements and rigorous hurdles. The Company also points to FY26 results — including a strong bookings achievement and a certified EAIP payout — and to prior say-on-pay support as context for seeking approval. Opposing investor concerns are foreseeable: reported Summary Compensation Table values include large grant-date accounting values (Monte Carlo-based) for market-conditioned PRUs that can make executive pay appear very large relative to cash compensation and may raise questions about pay quantum and dilution. The Board’s counterargument emphasizes the difference between target grant values and accounting (ASC 718) valuations, the retention and alignment purposes of multi-year PRUs (including VCP II), and that say-on-pay is advisory but important feedback that the Compensation Committee will consider. Given the Company’s recent transformational transactions (Avast, MoneyLion), the compensation program’s design aims to retain leadership and incentivize delivery of the second phase of its strategy, but investors will weigh the program’s rigor, time horizons, and disclosure of metrics and assumptions when deciding whether to support the proposal. Ultimately, a FOR vote would endorse management’s view that the program appropriately balances pay for performance, retention, and alignment with stockholders, whereas a significant level of opposition could signal concerns about pay levels, structure, or transparency that the Compensation Committee would need to address.

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When is the Gen Digital Inc 2026 annual meeting?

Gen Digital Inc (GEN) holds its 2026 annual shareholder meeting on Wednesday, September 9, 2026.

What is the record date for the Gen Digital Inc 2026 meeting?

The record date for the Gen Digital Inc 2026 meeting is Tuesday, July 14, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Gen Digital Inc's 2026 meeting?

The board is presenting 9 director nominees at the Gen Digital Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Gen Digital Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Gen Digital Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.