Gen Digital (GEN) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on September 9, 2025, with voting on director elections, auditor ratification, and executive compensation approval.

• Nine director nominees are up for election, with a board composition emphasizing diversity and independence; 78% are independent, 44% gender diverse, and 44% ethnically diverse.

• The board recently combined the CEO and Chair roles, appointing a Lead Independent Director to ensure robust independent oversight.

• The company reported strong financial performance in FY25, with net revenues of $3.94B, GAAP EPS of $2.22, and operating margin expansion.

• Executive compensation is closely tied to performance, with 95% of CEO pay at risk and 60% performance-based; FY25 incentive payouts were driven by bookings growth and responsible business metrics.

• A new long-term value creation program (VCP II) was approved for FY26, targeting revenue doubling by FY30 and aligning executive rewards with shareholder value.

Voting matters and shareholder proposals

• Proposals include electing nine directors, ratifying KPMG as the independent auditor for FY26, and an advisory vote on executive compensation.

• The board recommends voting FOR all proposals.

• Stockholders can submit director nominations and proposals for the 2026 meeting, with specific deadlines and requirements outlined.

Board of directors and corporate governance

• The board consists of nine members, with a strong focus on diversity, independence, and relevant expertise in technology, finance, and transformation.

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

• Annual board and committee self-evaluations, director age and overboarding limits, and succession planning are in place.

• Proxy access allows significant long-term shareholders to nominate directors.