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, 2025

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 2025 Annual Meeting of Stockholders (the “Annual Meeting”) was held on September 9, 2025. 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	446,675,165	16,191,982	279,187	28,184,190
Pavel Baudis	460,235,716	2,633,251	277,367	28,184,190
Eric K. Brandt	416,460,306	46,396,345	289,683	28,184,190
John C.Chrystal	462,523,882	313,597	308,855	28,184,190
Nora M. Denzel	453,222,054	9,633,606	290,674	28,184,190
Emily Heath	461,443,689	1,410,382	292,263	28,184,190
Vincent Pilette	437,015,576	24,135,230	1,995,528	28,184,190
Sherrese M. Smith	459,018,048	2,742,329	1,385,957	28,184,190
Ondrej Vlcek	460,160,047	2,714,996	271,291	28,184,190

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 2026 fiscal year:


Votes For	Votes Against	Abstentions	Broker Non- Votes
460,109,287	30,840,637	380,600	—

The appointment was ratified.

Proposal 3: Advisory vote to approve the Company’s executive compensation:


Votes For	Votes Against	Abstentions	Broker Non- Votes
430,371,035	30,818,609	1,956,690	28,184,190

The proposal was approved.

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 12th day of September, 2025.


Gen Digital Inc.

By:			/s/ Bryan S. Ko
			Bryan S. Ko
			Chief Legal Officer and Secretary

Gen Digital Inc. 8-K