Current Report Filing (8-k)
08 11월 2022 - 2:35AM
Edgar (US Regulatory)
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2022-11-07
2022-11-07
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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): November 7, 2022
Gen Digital Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or other Jurisdiction
of
Incorporation) |
000-17781
(Commission File Number) |
77-0181864
(IRS Employer
Identification No.) |
60
E. Rio Salado Parkway, Suite
1000
Tempe,
AZ 85281
(Address of principal executive
offices) (Zip Code)
Registrant's telephone number,
including area code: (650) 527-8000
NortonLifeLock Inc.
(Former name or former address, if changed since
last report)
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:
¨ |
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:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
Common Stock, par value $0.01 per share |
|
NLOK |
|
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
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.
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 |
NortonLifeLock (NASDAQ:NLOK)
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