Gen Digital Stockholders Reject Say-on-Pay Executive Compensation Proposal at 2026 Annual Meeting

Executive Summary

On September 11, 2026, Gen Digital Inc. filed a Form 8-K under Item 5.07 (Submission of Matters to a Vote of Security Holders) reporting the voting results of its 2026 Annual Meeting of Stockholders held on September 9, 2026. The most significant development is the stockholder rejection of Proposal 3 (Advisory Vote on Executive Compensation), while all director nominees and the auditor ratification proposal passed.

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Detailed Voting Results

Proposal 1: Election of Directors

All nine director nominees were elected to hold office until the 2027 Annual Meeting:

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

Note: Nora M. Denzel and Eric K. Brandt received the highest against votes among director nominees (61.8M and 57.4M against votes, respectively).

Proposal 2: Ratification of Independent Registered Public Accounting Firm

Ratification of KPMG LLP for the fiscal year ending in 2027 was approved:

• Votes For: 513,465,792
• Votes Against: 32,131,523
• Abstentions: 175,326
• Broker Non-Votes: 0

Proposal 3: Advisory Vote on Executive Compensation (Say-on-Pay)

Stockholders voted against the non-binding advisory resolution approving executive compensation:

• Votes For: 209,903,985 (~40.5% of cast votes excluding abstentions/broker non-votes)
• Votes Against: 307,097,626 (~59.3% of cast votes)
• Abstentions: 430,536
• Broker Non-Votes: 28,340,494

Result: Proposal was not approved.

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Governance and Market Implications

• Say-on-Pay Defeat: The failure of the executive compensation advisory proposal signals substantial investor dissatisfaction with executive pay structure, performance alignment, or equity award quantum.
• Management Response: Gen Digital disclosed that it intends to continue stockholder engagement efforts to evaluate feedback ahead of making future compensation determinations.
• Director Scrutiny: Compensation Committee members may face increased investor scrutiny and potential withhold/against recommendations from proxy advisory firms (such as ISS and Glass Lewis) in future proxy cycles if responsiveness to this vote is deemed insufficient.