Gen Digital (GEN) Proxy Filing summary

Executive summary

• The 2024 Annual Meeting will be held virtually on September 10, 2024, with voting on key proposals including director elections, auditor ratification, executive compensation, and an amended equity incentive plan.

• Only shareholders of record as of July 15, 2024, are eligible to vote; materials are primarily distributed online to enhance efficiency and sustainability.

• The company emphasizes strong corporate governance, shareholder engagement, and a commitment to ESG principles.

Voting matters and shareholder proposals

• Shareholders will vote on: election of ten directors, ratification of KPMG as auditor for FY25, advisory approval of executive compensation, and approval of the amended 2013 Equity Incentive Plan.

• The Board recommends voting FOR all proposals.

• Shareholders may submit director nominations and proposals for the 2025 meeting by specified deadlines.

Board of directors and corporate governance

• The Board consists of ten members, 80% of whom are independent, with significant gender and ethnic diversity.

• Board leadership is separated, with an independent Chair and CEO.

• All committees (Audit, Compensation, Nominating & Governance, Technology & Cybersecurity) are composed entirely of independent directors.

• Directors are subject to age and overboarding limits, annual evaluations, and robust onboarding and education programs.

• Proxy access and majority voting standards are in place.