UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On November 7, 2022, Gen Digital Inc. (previously known as NortonLifeLock Inc.) (the “Company”) filed an amendment to its certificate of incorporation with the Delaware Secretary of State to change its name from “NortonLifeLock Inc.” to “Gen Digital Inc.” (the “Amendment”). The Amendment is effective as of November 7, 2022. The Amendment is filed as Exhibit 3.1 hereto.
The Company also announced that it intends for its Common Stock to cease trading under the ticker symbol “NLOK” and begin trading under its new ticker symbol, “GEN,” on the Nasdaq Global Select Market, which the Company expects to be effective on November 8, 2022.
Additionally, on November 2, 2022, the Board of Directors (the “Board”) of the Company adopted and approved, effective as of November 7, 2022, amended and restated by-laws of the Company (as amended and restated, the “Amended and Restated By-laws”). The Amended and Restated By-laws, among other things: (i) reflect the change in the Company’s name from “NortonLifeLock Inc.” to “Gen Digital Inc.”; (ii) revise procedures and disclosure requirements for stockholders to provide notice of the nomination of directors (outside of “proxy access”) and the submission of proposals for consideration at meetings of the stockholders of the Company; (iii) clarify the Board and chair’s role in setting rules and procedures for, postponing, adjourning, rescheduling, or canceling any meeting of stockholders previously scheduled; (iv) separately define the roles of President and CEO of the Company to reflect current arrangements, following consummation of the merger with Avast plc; (v) provide the Board greater flexibility to delegate authority to Board committees under Delaware law; (vi) adopt gender-neutral terms when referring to particular positions, offices or title holders, including the adoption of the title Chair in place of Chairman; and (vii) make certain other administrative, modernizing, clarifying and conforming changes, including making updates to reflect recent amendments to the Delaware General Corporation Law.
The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws of Gen Digital Inc., which is filed as Exhibit 3.2 hereto.
| Item 7.01. | Regulation FD Disclosure. |
In connection with the Amendment, on November 7, 2022, the Company issued a press release, a copy of which is attached hereto as Exhibit 99.1.
The information set forth under this Item 7.01, including Exhibit 99.1, of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing made by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number | Exhibit Title or Description | |
| 3.1 | Certificate of Amendment to Amended and Restated Certificate of Incorporation of NortonLifeLock Inc., effective as of November 7, 2022. | |
| 3.2 | Amended and Restated Bylaws of Gen Digital Inc., effective as of November 7, 2022. | |
| 99.01 | Press Release dated as of November 7, 2022. | |
| 104 | The cover page of this Current Report on Form 8-K, formatted in Inline XBRL. |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Gen Digital Inc. | ||
| Date: November 7, 2022 | By: | /s/ Bryan Ko |
Bryan Ko Chief Legal Officer and Corporate Secretary | ||
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