Gen Digital shareholders do not approve advisory executive-pay proposal

Gen Digital (Nasdaq: GEN) disclosed that shareholders did not approve its advisory executive-compensation proposal at the September 9, 2026 annual meeting, with 209,903,985 votes for and 307,097,626 against. The cybersecurity and digital safety software company reported the results in its Friday, September 11 Form 8-K, accession number 0000849399-26-000053.

Advisory pay proposal not approved

Gen Digital's executive-compensation proposal drew more votes against than for at its 2026 Annual Meeting of Stockholders. The Item 5.07 disclosure records 209,903,985 votes for the proposal, 307,097,626 against, 430,536 abstentions and 28,340,494 broker non-votes. The company explicitly reported that the proposal was not approved.

The outcome concerns an advisory, non-binding vote on executive compensation. It does not itself establish a new compensation policy or specify changes to executive pay. The filing gives the voting result and the company's response, but does not restate compensation dollar amounts, performance metrics or the details of the pay program that shareholders considered.

That distinction matters when assessing what the result tells investors. The tally establishes that opposition exceeded support on the proposal. It does not identify why individual shareholders voted against it or which elements of compensation, if any, motivated those votes. The disclosed abstentions and broker non-votes are separate categories from the votes for and against.

All nine director nominees elected

Shareholders elected each of the nine nominees to Gen Digital's board. The elected directors were Sue Barsamian, Pavel Baudis, Eric K. Brandt, John C. Chrystal, Nora M. Denzel, Emily Heath, Vincent Pilette, Sherrese M. Smith and Ondrej Vlcek. Each will serve until the next annual meeting and until a successor has been duly elected, subject to earlier resignation or removal.

The election results were distinct from the advisory compensation outcome: no nominee failed to win election. The filing supplies individual vote counts for each director, with 28,340,494 broker non-votes recorded for every nominee. Those tallies do not establish any director disagreement or a contested slate.

Director election tallies

KPMG appointment ratified for fiscal 2027

The second proposal ratified KPMG LLP as Gen Digital's independent registered public accounting firm for the 2027 fiscal year. Shareholders cast 513,465,792 votes for ratification, 32,131,523 against and 175,326 abstentions. The broker non-vote column was shown as a dash.

The company reported that the appointment was ratified. This vote addressed the accounting firm's appointment for fiscal 2027; the annual-meeting results do not provide a new revenue outlook, earnings guidance or an operating update.

Company plans continued shareholder engagement

Following the say-on-pay result, Gen Digital said it would continue meaningful engagement with stockholders and consider and evaluate their feedback when making future compensation policies and decisions. That is the response disclosed in the 8-K. It does not identify a particular pay-design change, a compensation adjustment or a timetable for implementing either.

The next question is what that engagement will produce. The filing does not say whether the board will change compensation design, and it does not provide shareholders' specific objections. It also does not supply a prior-year say-on-pay comparison, so the current result alone cannot establish a year-over-year trend in support.

The chronology is straightforward: the meeting took place on September 9, and the results were disclosed in the September 11 Form 8-K. Bryan S. Ko, chief operating officer, chief legal officer and secretary, signed the report on September 11. The central governance outcome is an advisory pay proposal that was not approved, alongside the election of all nine directors and ratification of KPMG. Further conclusions about compensation changes depend on disclosures beyond this meeting-results filing.