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): October 8, 2024
Gen Digital Inc.
(Exact name of registrant as specified in its charter)
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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) |
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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:
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| ☐ | 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:
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| 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 |
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On October 8, 2024, the Board of Directors (the “Board”) of Gen Digital Inc. (the “Company”), acting upon the recommendation of the Nominating and Governance Committee of the Board, amended and restated the Company’s Bylaws (the “Amended Bylaws”), effective as of that date. The Bylaws were updated to, among other things, clarify and further enhance procedural mechanics, informational, and written representation requirements in connection with stockholder nominations of directors and submission of stockholder proposals pursuant to the advance notice and proxy access provisions of the Bylaws, as applicable. The Bylaws were also amended to make various other ministerial, clarifying, and conforming changes.
The foregoing summary of the Amended Bylaws does not purport to be complete and is qualified in its entirety by reference to the complete text of the Amended Bylaws, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
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| Exhibit No. | | Description |
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| 104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 15th day of October, 2024.
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| Gen Digital Inc. |
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| By: | /s/ Bryan S. Ko |
| Bryan S. Ko |
| Chief Legal Officer and Corporate Secretary |
