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.
2
© Edgar Online, source Glimpses