DEF 14A 1 d90140ddef14a.htm DEFINITIVE PROXY STATEMENT Definitive Proxy Statement
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

 

 

Filed by the Registrant  x                             Filed by a Party other than the Registrant  ¨

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¨   Preliminary Proxy Statement
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x   Definitive Proxy Statement
¨   Definitive Additional Materials
¨   Soliciting Material Pursuant to § 240.14a-12

SYMANTEC CORPORATION

(Name of Registrant as Specified in Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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LOGO

350 Ellis Street

Mountain View, California 94043

 

 

NOTICE OF 2015 ANNUAL MEETING OF STOCKHOLDERS

to be held on:

November 3, 2015

9:00 a.m. Pacific Time

 

 

Dear Stockholder:

You are cordially invited to attend our 2015 Annual Meeting of Stockholders, which will be held at 9:00 a.m. (Pacific Time) on Tuesday, November 3, 2015, at Symantec Corporation’s offices located at 350 Ellis Street, Mountain View, California 94043. For your convenience, we are pleased to offer a live and re-playable webcast of the Annual Meeting at www.symantec.com/invest.

We are holding the Annual Meeting for the following purposes, which are more fully described in the proxy statement:

 

  1. To elect the nine nominees named in the proxy statement to Symantec’s Board of Directors;

 

  2. To ratify the appointment of KPMG LLP as Symantec’s independent registered public accounting firm for the 2016 fiscal year;

 

  3. To hold an advisory vote to approve executive compensation;

 

  4. To consider and vote upon a stockholder proposal, if properly presented at the meeting; and

 

  5. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

We are furnishing proxy materials to our stockholders primarily via the Internet to expedite stockholders’ receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources. On or about September 14, 2015, we expect to send to our stockholders (other than those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our proxy statement and our annual report, and to vote through the Internet or by telephone.

Only stockholders of record as of the close of business on September 4, 2015 are entitled to notice of, and vote at, the Annual Meeting or any postponement or adjournment thereof. A list of stockholders entitled to vote will be available for inspection at our offices for ten days prior to the Annual Meeting. If you would like to view this stockholder list, please contact Investor Relations at (650) 527-5523.

Your vote is very important. Whether or not you plan to attend the Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card you received in the mail. You may revoke your proxy at any time before it is voted. Please refer to the “Meeting Information” section of the proxy statement for additional information.

BY ORDER OF THE BOARD OF DIRECTORS

 

LOGO

SCOTT C. TAYLOR

Executive Vice President, General

Counsel and Secretary

Mountain View, California

September 10, 2015

 

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON NOVEMBER 3, 2015. The proxy statement and Symantec’s Form 10-K for the 2015 fiscal year are available at http://investor.symantec.com/investor-relations/financial-reports/annual-reports/default.aspx.


Table of Contents

TABLE OF CONTENTS

 

     Page  

PROXY SUMMARY

     1   

CORPORATE GOVERNANCE

     4   

Corporate Governance Guidelines

     4   

Code of Conduct and Code of Ethics

     4   

Policy Against Short-selling, Hedging and Pledging Symantec Securities

     4   

Stock Ownership Guidelines

     4   

Stockholder Engagement

     4   

Majority Vote Standard and Director Resignation Policy

     5   

Board Leadership Structure

     5   

Board Independence

     5   

Change in Director Occupation

     6   

Board and Committee Effectiveness

     6   

Board’s Role in Risk Oversight

     6   

Outside Advisors

     6   

Board Structure and Meetings

     7   

Executive Sessions

     7   

Succession Planning

     7   

Attendance of Board Members at Annual Meetings

     7   

THE BOARD AND ITS COMMITTEES

     8   

Audit Committee

     8   

Compensation and Leadership Development Committee

     9   

Nominating and Governance Committee

     9   

DIRECTOR NOMINATIONS AND COMMUNICATION WITH DIRECTORS

     11   

Criteria for Nomination to the Board

     11   

Process for Identifying and Evaluating Nominees

     11   

Stockholder Proposals for Nominees

     12   

Contacting the Board of Directors

     12   

PROPOSAL NO. 1 ELECTION OF DIRECTORS

     13   

Nominees for Director

     13   

Director Compensation

     18   

PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     21   

Principal Accountant Fees and Services

     21   

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

     22   

PROPOSAL NO. 3 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

     23   

PROPOSAL NO. 4 STOCKHOLDER PROPOSAL

     25   

Stockholder’s Supporting Statement

     25   

Our Board of Directors’ Statement in Opposition to Proposal 4

     25   

OUR EXECUTIVE OFFICERS

     27   

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     29   

Section 16(a) Beneficial Ownership Reporting Compliance

     30   

EXECUTIVE COMPENSATION AND RELATED INFORMATION

     31   

Compensation Discussion & Analysis (CD&A)

     31   

Summary Compensation Table for Fiscal 2015

     50   

 

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     Page  

Grants of Plan-Based Awards in Fiscal 2015

     53   

Outstanding Equity Awards at Fiscal Year-End 2015

     55   

Option Exercises and Stock Vested in Fiscal 2015

     56   

Non-Qualified Deferred Compensation in Fiscal 2015

     57   

Potential Payments Upon Termination or Change-In-Control

     57   

EQUITY COMPENSATION PLAN INFORMATION

     61   

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     62   

Related-Person Transactions Policy and Procedures

     62   

REPORT OF THE AUDIT COMMITTEE

     63   

2015 ANNUAL MEETING INFORMATION

     64   

Information About Solicitation and Voting

     64   

About the Annual Meeting

     64   

ADDITIONAL INFORMATION

     67   

Stockholder Proposals for the 2016 Annual Meeting

     67   

Available Information

     68   

“Householding”— Stockholders Sharing the Same Last Name and Address

     68   

OTHER MATTERS

     68   

 

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PROXY SUMMARY

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

2015 ANNUAL MEETING OF STOCKHOLDERS INFORMATION

 

Date and Time:

   Tuesday, November 3, 2015 at 9:00 a.m. Pacific Time

Place:

   Symantec Corporation’s offices located at 350 Ellis Street, Mountain View, California 94043

Webcast:

   A live and re-playable webcast of the Annual Meeting is available on our Investor Relations website at www.symantec.com/invest

Record Date:

   September 4, 2015

VOTING MATTERS

 

Proposals

   Board
Recommendation
   Page Number for
Additional
Information
 

1.    Election of Directors

   FOR      13   

2.    Ratification of Independent Registered Public Accounting Firm

   FOR      21   

3.    Advisory Vote to Approve Executive Compensation

   FOR      23   

4.    Stockholder Proposal, if properly presented at the meeting

   AGAINST      25   

OUR DIRECTOR NOMINEES

 

Name

  Age   Director
Since
 

Principal Occupation

  Independent  

 

Committee Memberships

  Other
Current
Public
Boards
         

AC

        CC        

NGC

 

Michael A. Brown

  56   2005   President and Chief Executive Officer   No        

Frank E. Dangeard

  57   2007   Managing Partner, Harcourt   Yes   LOGO       LOGO     2

Geraldine B. Laybourne

  68   2008   Chairman of the Board, Kandu   Yes     LOGO      

David L. Mahoney

  61   2003   Director   Yes     LOGO     LOGO     2

Robert S. Miller

  73   1994   President and CEO, International Automotive Components Group   Yes     LOGO     LOGO     2

Anita M. Sands

  39   2013   Director   Yes   LOGO         1

Daniel H. Schulman

  57   2000   President and CEO, PayPal Holdings, Inc.   Yes     LOGO     LOGO     1

V. Paul Unruh

  66   2005   Director   Yes   LOGO         2

Suzanne M. Vautrinot

  55   2013   President, Kilovolt Consulting Inc.   Yes   LOGO         2

 

AC = Audit Committee            CC = Compensation and Leadership Development Committee        NGC = Nominating & Governance Committee

LOGO = Member         LOGO = Chair

 



 

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OUR CORPORATE GOVERNANCE FACTS

 

Current size of Board

   9

Current number of Independent Directors

   8

Board Committees Consist Entirely of Independent Directors

   Yes

All Directors Attended at least 75% of Meetings Held

   Yes

Annual Election of All Directors

   Yes

Majority Voting for Directors

   Yes

Separate Chairman and CEO

   Yes

Chairman is Independent Director

   Yes

Independent Directors Meet Regularly in Executive Session

   Yes

Annual Board and Committee Self-Evaluations

   Yes

Risk Oversight by Full Board and Committees

   Yes

Stockholder Ability to Call Special Meetings (15% threshold)

   Yes

Stockholder Ability to Act by Written Consent

   Yes

Non-stockholder Approved Poison Pill

   No

Annual Advisory Vote on Executive Compensation

   Yes

Prohibit Short-selling, Hedging and Pledging Symantec Securities

   Yes

Stock Ownership Requirements for Directors and Executive Officers

   Yes

OUR EXECUTIVE COMPENSATION PHILOSOPHY AND PRACTICES

The overriding principle driving our compensation programs continues to be our belief that it benefits our employees, customers, partners and stockholders to have management’s compensation tied to our current and long-term performance. The following factors demonstrate our continued and heightened commitment to pay-for-performance and to corporate governance best practices:

OUR COMPENSATION GOVERNANCE FACTS

 

    

What We Do:

         

What We Do Not Do:

LOGO

   We reward performance that meets our predetermined goals.      LOGO         We do not payout performance-based cash or equity awards for unmet performance goals.

LOGO

   We cap payouts under our plans to discourage excessive or inappropriate risk taking by our NEOs.      LOGO         Our compensation plans do not have minimum guaranteed payout levels.

LOGO

   We have a representative and relevant peer group.      LOGO         We do not permit short-sales, hedging or pledging of our stock.

LOGO

   We have long-standing stock ownership guidelines for our executives and directors, which includes stock holding requirements until threshold has been met.      LOGO         We do not provide tax gross-ups under §4999 of IRC for our NEOs.

LOGO

   Our compensation plans contain clawback provisions.      LOGO         We do not provide material perquisites.

LOGO

   We have double-trigger change in control provisions.      LOGO         We do not permit repricing of stock options without stockholder approval.

LOGO

   We limit any potential severance payments to well under 3x our NEOs’ total target cash compensation.      

LOGO

   Our Compensation Committee retains an independent compensation consultant.      

LOGO

   We hold an annual advisory vote on executive compensation.      

LOGO

   We seek feedback on executive compensation through stockholder engagement.      

 



 

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COMPENSATION COMPONENTS FOR FISCAL 2015:

 

Component

  

Key Characteristics

Base Salary    Based on talent, experience, performance, contribution levels, individual role, positioning relative to market, and our overall salary budget.
Executive Annual Incentive Award    Our executive officers were eligible to receive performance-based cash compensation contingent upon our achievement of targeted non-GAAP operating income for fiscal 2015 and targeted non-GAAP revenue during fiscal 2015.
Restricted Stock Units    Restricted stock units vest over four years.

Performance-based Restricted Stock Units (PRUs)

   Under our PRUs, our executive officers were eligible to receive shares following the third fiscal year following the award based upon (i) our achievement of annual non-GAAP earnings per share for the first fiscal year covered by the award; and (ii) the achievement of the total shareholder return (“TSR”) ranking for our company as compared to the S&P 500 for the two and three years ended as of the end of the second and third fiscal year, respectively, covered by the award.

MEETING INFORMATION

We provide information about Symantec’s 2015 Annual Meeting of Stockholders (the “Annual Meeting”), voting and additional information starting on page 64.

 



 

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CORPORATE GOVERNANCE

Symantec is strongly committed to good corporate governance practices. These practices provide an important framework within which our Board and management can pursue our strategic objectives for the benefit of our stockholders.

Corporate Governance Guidelines

Our Corporate Governance Guidelines generally specify the distribution of rights and responsibilities of Symantec Corporation’s Board of Directors (the “Board”), management and stockholders, and detail the rules and procedures for making decisions on corporate affairs. In general, the stockholders elect the Board and vote on certain extraordinary matters; the Board is responsible for the general governance of our company, including selection and oversight of key management; and management is responsible for running our day-to-day operations.

Our Corporate Governance Guidelines are available on the Investor Relations section of our website, which is located at www.symantec.com/invest, by clicking on “Company Charters,” under “Corporate Governance.” The Corporate Governance Guidelines are reviewed at least annually by our Nominating and Governance Committee, and changes are recommended to our Board for approval as appropriate. The fundamental premise of our board-level corporate governance guidelines is the independent nature of our Board and its responsibility to our stockholders.

Code of Conduct and Code of Ethics

We have adopted a code of conduct that applies to all of our Board members, officers and employees. We have also adopted a code of ethics for our Chief Executive Officer and senior financial officers, including our principal financial officer and principal accounting officer. Our Code of Conduct and Code of Ethics for Chief Executive Officer and Senior Financial Officers are posted on the Investor Relations section of our website located at www.symantec.com/invest, by clicking on “Company Charters,” under “Corporate Governance.” Any amendments or waivers of our Code of Conduct and Code of Ethics for Chief Executive Officer and Senior Financial Officers pertaining to a member of our Board or one of our executive officers will be disclosed on our website at the above-referenced address.

Policy Against Short-Selling, Hedging and Pledging Symantec Securities

Our Insider Trading Policy prohibits all directors and employees from short-selling Symantec stock or engaging in transactions involving Symantec-based derivative securities, including hedging transactions. This policy was established in part because there is often a conflict of interest involved when an employee bets against or hedges a bet regarding our company’s performance. In addition, our Insider Trading Policy prohibits pledging Symantec stock as collateral for a loan, since the stock may be sold in foreclosure if the borrower defaults on the loan at a time when the pledgor is aware of material, nonpublic information.

Stock Ownership Guidelines

It is the policy of the Board that our directors and officers interests align with those of our stockholders. In furtherance of this policy, our Board adopted stock ownership guidelines to better align our directors’ and officers’ interests with those of our stockholders. Details of our directors’ stock ownership guidelines are disclosed under Director Compensation on page 19, and details of our executive officers’ stock ownership guidelines are disclosed under Stock Ownership Requirements on page 47. The Compensation and Leadership Development Committee determines the stock ownership guidelines and the Nominating and Governance Committee monitor compliance under such guidelines.

Stockholder Engagement

We are committed to ongoing engagement with our stockholders to gain valuable insight into the issues that matter most to them and to enable our company to address them effectively. This past year we engaged with our

 

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top investors representing approximately 45% of our outstanding shares to discuss corporate governance and executive compensation matters. A summary of the feedback we received was provided to the Board for review and consideration.

Majority Vote Standard and Director Resignation Policy

Our Bylaws and Corporate Governance Guidelines provide for a majority voting standard for the election of directors. Under the majority vote standard, each nominee must be elected by a majority of the votes cast by the shares present in person or represented by proxy and entitled to vote at any meeting for the election of directors at which a quorum is present. A “majority of the votes cast” means the votes cast “for” a nominee’s election must exceed the votes cast “against” that nominee’s election. A plurality voting standard will apply instead of the majority voting standard if: (i) a stockholder has provided us with notice of a nominee for director in accordance with our Bylaws; and (ii) that nomination has not been withdrawn as of 10 days before we first deliver proxy materials to stockholders.

To effectuate this policy with regard to incumbent directors, the Board will not nominate an incumbent director for re-election unless prior to such nomination the director has agreed to promptly tender a resignation if such director fails to receive a sufficient number of votes for re-election at the stockholder meeting with respect to which such nomination is made. Such resignation will be effective upon the earlier of (i) the Board’s acceptance of such resignation or (ii) the 90th day after certification of the election results of the meeting; provided, however, that prior to the effectiveness of such resignation, the Board may reject such resignation and permit the director to withdraw such resignation.

If an incumbent director fails to receive the required vote for re-election, the Nominating and Governance Committee shall act on an expedited basis to determine whether to recommend acceptance or rejection of the director’s resignation and will submit such recommendation for prompt consideration by the Board. The Board intends to act promptly on the Committee’s recommendation and will decide to accept or reject such resignation and publicly disclose its decision within 90 days from the date of certification of the election results. The Nominating and Governance Committee and the Board may consider such factors they deem relevant in deciding whether to accept or reject a resignation tendered in accordance with this policy. The Board expects a director whose resignation is under consideration to abstain from participating in any decision regarding the resignation.

Board Leadership Structure

Our Board does not have a policy on whether the roles of Chief Executive Officer and Chairman should be separate. Instead, it retains the flexibility to determine on a case-by-case basis whether the Chief Executive Officer, or an independent director, should serve as Chairman. During those periods in which the positions of Chairman and Chief Executive Officer are combined, the independent directors appoint an independent director as a Lead Independent Director. Currently, the roles of Chief Executive Officer and Chairman are separate. Daniel Schulman, one of our independent directors, was appointed as non-executive Chairman of the Board in January 2013. The Board believes that having an independent director serve as the non-executive Chairman of the Board is the appropriate leadership structure for our company at this time because it allows our Chief Executive Officer to focus on executing our company’s strategic plan and managing our company’s operations and performance, while allowing the Chairman of the Board to focus on the effectiveness of the Board and independent oversight of our senior management team.

Board Independence

It is the policy of the Board and NASDAQ’s rules require that listed companies have a board of directors with at least a majority of independent directors, as defined under NASDAQ’s Marketplace Rules. Currently, each member of our Board, other than our President and Chief Executive Officer, Michael A. Brown, is an independent director and all standing committees of the Board are composed entirely of independent directors, in each case under NASDAQ’s independence definition. The NASDAQ independence definition includes a series of objective tests, such as that the director is not an employee of the company and has not engaged in various types of business dealings with the company. In addition, the Board has made a subjective determination as to

 

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each independent director that no relationship exists which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the directors reviewed and discussed information provided by the directors and our company with regard to each director’s business and other activities as they may relate to Symantec and our management. Based on this review and consistent with our independence criteria, the Board has affirmatively determined that the following current directors and director nominees are independent: Frank E. Dangeard, Geraldine B. Laybourne, David L. Mahoney, Robert S. Miller, Anita M. Sands, Daniel H. Schulman, V. Paul Unruh and Suzanne M. Vautrinot.

Change in Director Occupation

Our Corporate Governance Guidelines include a policy that our Board should consider whether a change in any director’s professional responsibilities directly or indirectly impacts that person’s ability to fulfill his or her directorship obligations. To facilitate the Board’s consideration, all directors shall submit a resignation as a matter of course upon retirement, a change in employer, or other significant change in their professional roles and responsibilities. Such resignation may be accepted or rejected in the discretion of the Board.

Board and Committee Effectiveness

It is important to Symantec that our Board and its committees are performing effectively and in the best interests of our company and its stockholders. The Nominating and Governance Committee reviews the size, composition and needs of the Board with established criteria to ensure the Board has the appropriate skills and expertise to effectively carry out its duties and responsibilities. In addition, an evaluation of the Board’s and its committees’ operations and performance is conducted annually by the Nominating and Governance Committee. Changes are recommended by the Nominating and Governance Committee for approval by the full Board as appropriate.

Board’s Role in Risk Oversight

The Board executes its risk management responsibility directly and through its committees. The Audit Committee has primary responsibility for overseeing our company’s enterprise risk management process. The Audit Committee receives updates and discusses individual and overall risk areas during its meetings, including our company’s financial risk assessments, risk management policies and major financial risk exposures and the steps management has taken to monitor and control such exposures. The Compensation Committee oversees risks associated with our compensation policies and practices with respect to both executive compensation and compensation generally. The Compensation Committee receives reports and reviews whether Symantec’s compensation policies and practices to confirm that they are not reasonably likely to have a material adverse effect on our company or encourage unnecessary risk-taking. The Nominating and Governance Committee oversee the management of risks that may arise in connection with our company’s governance structures, processes and policies.

The Board is kept abreast of its committees’ risk oversight and other activities via reports of the committee chairmen to the full Board during the Board meetings. In addition, the Board participates in regular discussions with our senior management of many core subjects, including strategy, operations and finance, in which risk oversight is an inherent element. The Board believes that its leadership structure, as described above under “Board Leadership Structure,” facilitates the Board’s oversight of risk management because it allows the Board, with leadership from the independent, non-executive Chairman and each independent committee chair, to participate actively in the oversight of management’s actions.

Outside Advisors

The Board and its committees are free to engage independent outside financial, legal and other advisors as they deem necessary to provide advice and counsel on various topics or issues, at Symantec’s expense, and are provided full access to our officers and employees.

 

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Board Structure and Meetings

The Board and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time. The Board held a total of 17 meetings during fiscal 2015. During this time, no directors attended fewer than 75% of the aggregate of the total number of meetings held by the Board and the total number of meetings held by all committees of the Board on which such director served (during the period which such director served).

Agendas and topics for board and committee meetings are developed through discussions between management and members of the Board and its committees. Information and data that are important to the issues to be considered are distributed in advance of each meeting. Board meetings and background materials focus on key strategic, operational, financial, governance and compliance matters applicable to us, including the following:

 

   

Reviewing annual and longer-term strategic and business plans;

 

   

Reviewing key product, industry and competitive issues;

 

   

Reviewing and determining the independence of our directors;

 

   

Reviewing and determining the qualifications of directors to serve as members of committees, including the financial expertise of members of the Audit Committee;

 

   

Selecting and approving director nominees;

 

   

Selecting, evaluating and compensating the Chief Executive Officer;

 

   

Reviewing and discussing succession planning for the senior management team, and for lower management levels to the extent appropriate;

 

   

Reviewing and approving material investments or divestitures, strategic transactions and other significant transactions that are not in the ordinary course of business;

 

   

Evaluating the performance of the Board;

 

   

Overseeing our compliance with legal requirements and ethical standards; and

 

   

Overseeing our financial results.

Executive Sessions

After each regularly scheduled Board meeting, the independent members of our Board hold a separate closed meeting, referred to as an “executive session.” These executive sessions are used to discuss such topics as the independent directors deem necessary or appropriate. At least annually, the independent directors hold an executive session to evaluate the Chief Executive Officer’s performance and compensation. Executive sessions of the Board are led by the independent, non-executive Chairman.

Succession Planning

Our Board recognizes the importance of effective executive leadership to Symantec’s success, and meets to discuss executive succession planning at least annually.

Attendance of Board Members at Annual Meetings

We encourage our directors to attend our annual meetings of stockholders. All directors who were elected to the Board at our 2014 Annual Meeting were in attendance at that meeting.

 

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THE BOARD AND ITS COMMITTEES

There are three primary committees of the Board: the Audit Committee, Compensation and Leadership Development Committee and Nominating and Governance Committee. The Board has delegated various responsibilities and authorities to these different committees, as described below and in the committee charters. The Board committees regularly report on their activities and actions to the full Board. Each member of the Audit Committee, Compensation and Leadership Development Committee and Nominating and Governance Committee was appointed by the Board. Each of the Board committees has a written charter approved by the Board and available on our website at www.symantec.com/invest, by clicking on “Company Charters,” under “Corporate Governance.”

The following table shows our current directors, their independence status, their roles on the Board and its committees, and the number of meetings the Board and each of its committees held in fiscal 2015:

 

Director

   Independent    Board    Audit    Compensation    Nominating &
Governance

Michael A. Brown

   No    LOGO           

Frank E. Dangeard

   Yes    LOGO      LOGO         LOGO  

Geraldine B. Laybourne

   Yes    LOGO         LOGO     

David L. Mahoney

   Yes    LOGO         LOGO      LOGO  

Robert S. Miller

   Yes    LOGO      LOGO *    LOGO      LOGO  

Anita M. Sands

   Yes    LOGO      LOGO        

Daniel H. Schulman

   Yes    LOGO         LOGO      LOGO  

V. Paul Unruh

   Yes    LOGO      LOGO        

Suzanne M. Vautrinot

   Yes    LOGO      LOGO        

Number of Meetings in Fiscal 2015

      17    11    9    4

 

LOGO = Member         LOGO = Chair

 

* Mr. Miller was a member of the Audit Committee until October 28, 2014.

Audit Committee

Our Audit Committee oversees our company’s accounting and financial reporting processes and the audits of our financial statements, including oversight of our systems of internal controls and disclosure controls and procedures, compliance with legal and regulatory requirements, internal audit function and the appointment, retention and compensation of our independent auditors. Its duties and responsibilities include, among other things, to:

 

   

Review our company’s quarterly and annual financial statements.

 

   

Review the adequacy and effectiveness of our company’s accounting and financial reporting processes.

 

   

Appoint and, if necessary, terminate any registered public accounting firm engaged to render an audit report or to perform other audit, review or attest services for our company.

 

   

Review and approve processes and procedures to ensure the continuing independence of our company’s independent auditors.

 

   

Review the internal audit function of our company, including the independence and authority of its reporting obligations and the coordination of our company’s internal audit function with the independent auditors.

 

   

Review our company’s practices with respect to risk assessment and risk management and meet with management and members of internal audit to discuss our company’s significant risk exposures and the steps management has taken to monitor, control and mitigate such exposures.

 

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Review our company’s ethics compliance program, including policies and procedures for monitoring compliance, and the implementation and effectiveness of our company’s ethics and compliance program.

Our Board has unanimously determined that all Audit Committee members are financially literate under current NASDAQ listing standards, and at least one member has financial sophistication under NASDAQ listing standards. In addition, our Board has unanimously determined that V. Paul Unruh qualifies as an “audit committee financial expert” under the Securities and Exchange Commission (the “SEC”) rules and regulations. Mr. Unruh is independent as defined by current NASDAQ listing standards for Audit Committee membership. Designation as an “audit committee financial expert” is an SEC disclosure requirement and does not impose any additional duties, obligations or liability on any person so designated.

Compensation and Leadership Development Committee

Our Compensation and Leadership Development Committee (the “Compensation Committee”) oversees our compensation policies and practices so that they align with the interests of our stockholders; encourage a focus on our company’s long-term success and performance; and incorporate sound corporate governance principles. It also oversees our programs to attract, retain and develop our executive officers. Its duties and responsibilities include, among other things, to:

 

   

Review executive and leadership development practices that support our company’s ability to retain and develop the executive and leadership talent required to deliver against our company’s short term and long term business strategies, including succession planning for the executive officers.

 

   

Review our company’s compensation policies, plans and programs to confirm they (i) are designed to attract, motivate and retain talented executive officers; (ii) compensate the executive officers effectively in a manner consistent with the strategy of our company and the interests of stockholders; (iii) are consistent with a competitive framework; and (iv) support the achievement of our company’s overall financial results and individual contributions.

 

   

Review and recommend to the independent directors of our Board all compensation arrangements for our Chief Executive Officer.

 

   

Determine stock ownership guidelines for our Board and executive officers.

 

   

Review our company’s overall compensation and benefits and programs.

 

   

Administer our equity incentive and stock purchase plans.

 

   

Review and recommend to the Board compensation for non-employee members of the Board.

 

   

Review our company’s compensation policies and practices to confirm that such policies and practices are not likely to have a material adverse effect on our company and no not encourage excessive or inappropriate risk-taking by our executives.

 

   

Review and make recommendations to the Board with respect to stockholder proposals and stockholder advisory votes related to executive compensation matters.

Nominating and Governance Committee

Our Nominating and Governance Committee oversees our company’s corporate governance procedures and policies, and ensures that they represent best practices and are in the best interests of our company and its stockholders, which includes establishing appropriate criteria for nominating qualified candidates to the Board. Its duties and responsibilities include, among other things, to:

 

   

Establish the criteria and determine the desired qualifications, expertise and characteristics of the Board, with the goal of developing a diversity of perspectives, backgrounds, experiences, knowledge and skills on the Board.

 

   

Consider the size, composition and needs of the Board and evaluate and recommend qualified candidates for election to the Board consistent with the established criteria to ensure the Board has the appropriate skills and expertise.

 

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Advise the Board on corporate governance matters and recommend to the Board appropriate or necessary actions to be taken by our company, the Board and the Board’s committees.

 

   

Identify best corporate governance practices and develop and recommend to the Board a set of corporate governance guidelines applicable to our company.

 

   

Review and assess the adequacy of our company’s corporate governance policies, including our company’s Corporate Governance Guidelines and Code of Conduct, and make recommendations to the Board of modifications as appropriate.

 

   

Oversee and review our company’s policies and programs concerning (i) corporate social responsibility; (ii) public policy; (iii) philanthropy; (iv) political activities and expenditures; (v) our company’s participation and visibility as a global corporate citizen; and (vi) our company’s sustainability performance, including impacts to our business of environmental, social and governance issues.

 

   

Monitor compliance under the stock ownership guidelines as set by the Compensation and Leadership Development Committee for the Board and executive officers.

 

   

Implement and oversee the processes for evaluating the Board, its committees and the CEO on an annual basis.

 

   

Oversee the management of risks that may arise in connection with our company’s governance structures and processes.

 

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DIRECTOR NOMINATIONS AND COMMUNICATION WITH DIRECTORS

Criteria for Nomination to the Board

The Nominating and Governance Committee will consider candidates submitted by Symantec stockholders, as well as candidates recommended by directors and management, for nomination to the Board. The Nominating and Governance Committee has generally identified nominees based upon suggestions by outside directors, management and executive recruiting firms. The goal of the Nominating and Governance Committee is to assemble a Board that offers a diverse portfolio of perspectives, backgrounds, experiences, knowledge and skills derived from high-quality business and professional experience. The Nominating and Governance Committee annually reviews the appropriate skills and characteristics required of directors in the context of the current composition of the Board, our operating requirements and the long-term interests of our stockholders.

The key attributes, experience and skills we consider important for our directors in light of our current business and structure are:

 

   

Industry and Technology Expertise.    Since we are a technology and software provider, understanding new technologies and emerging industry trends or experience in relevant technology is useful in understanding our research and development efforts, competing technologies, the various products and processes that we develop, the market segments in which we compete, and evolving customer requirements.

 

   

Global Expertise.    We are a global organization with employees and customers in many countries. Directors with global expertise can provide a useful business and cultural perspective regarding many significant aspects of our business.

 

   

Leadership Experience.    Directors who have served in senior leadership positions, as a general manager of a business, or the functional leader of a global sales, marketing or product development organization, are important to us, because they bring experience and perspective in analyzing, shaping, and overseeing the execution of important strategic, operational and policy issues at a senior level.

 

   

Public Company Board Experience.    Directors who have served on other public company boards can offer advice and insights with regard to the dynamics and operation of a board of directors; the relations of a board to the chief executive officer and other management personnel; the importance of particular agenda and oversight matters; and oversight of a changing mix of strategic, operational, and compliance-related matters.

 

   

Business Combinations and Partnerships Experience.    Directors who have a background in M&A and partnership transactions can provide insight into developing and implementing strategies for growing our business through combination with other organizations.

 

   

Financial Expertise.    Knowledge of financial markets, financing operations, and accounting and financial reporting processes is important because it assists our directors in understanding, advising, and overseeing Symantec’s capital structure, financing and investing activities, financial reporting, and internal control of such activities.

 

   

Diversity.    In addition to a diverse portfolio of professional background, experiences, knowledge and skills, the composition of the Board should reflect the benefits of diversity as to gender, race, and ethnic background.

The information provided under “Director Qualifications” below each of the brief biographical descriptions set forth under Proposal 1. “Election of Directors — Nominees for Director” below includes the key individual attributes, experience and skills of each of our directors that led to the conclusion that each director should serve as a member of the board of directors at this time.

Process for Identifying and Evaluating Nominees

The Nominating and Governance Committee considers candidates by first evaluating the current members of the Board who intend to continue in service, balancing the value of continuity of service with that of obtaining new perspectives, skills and experience. If the Nominating and Governance Committee determines that an opening exists, it identifies the desired skills and experience of a new nominee, including the need to satisfy rules of the SEC and NASDAQ.

 

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The Nominating and Governance Committee generally will evaluate each candidate based on the extent to which the candidate contributes to the range of talent, skill and expertise appropriate for the Board generally, as well as the candidate’s integrity, business acumen, diversity, availability, independence of thought, and overall ability to represent the interests of Symantec’s stockholders. The Nominating and Governance Committee does not assign specific weights to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. Although the Nominating and Governance Committee uses these and other criteria as appropriate to evaluate potential nominees, it has no stated minimum criteria for nominees. In addition, we do not have a formal written policy with regard to the consideration of diversity in identifying candidates; however, as discussed above, diversity is one of the numerous criteria the Nominating and Governance Committee reviews before recommending a candidate. We have from time to time engaged, for a fee, a search firm to identify and assist the Nominating and Governance Committee with identifying, evaluating and screening Board candidates for Symantec and may do so in the future.

Stockholder Proposals for Nominees

The Nominating and Governance Committee will consider potential nominees properly submitted by stockholders. Stockholders seeking to do so should provide the information set forth in our corporate Bylaws regarding director nominations. The Nominating and Governance Committee will apply the same criteria for candidates proposed by stockholders as it does for candidates proposed by management or other directors.

To be considered for nomination by the Nominating and Governance Committee at next year’s annual meeting of stockholders, submissions by stockholders must be submitted by mail and must be received by the Corporate Secretary no later than May 17, 2016 to ensure adequate time for meaningful consideration by the Nominating and Governance Committee. Each submission must include the following information:

 

   

the full name and address of the candidate;

 

   

the number of shares of Symantec common stock beneficially owned by the candidate;

 

   

a certification that the candidate consents to being named in the proxy statement and intends to serve on the Board if elected; and

 

   

biographical information, including work experience during the past five years, other board positions, and educational background, such as is provided with respect to nominees in this proxy statement.

Information regarding requirements that must be followed by a stockholder who wishes to make a stockholder nomination for election to the Board for next year’s annual meeting is described in this proxy statement under “Additional Information — Stockholder Proposals for the 2016 Annual Meeting.”

Contacting the Board of Directors

Any stockholder who wishes to contact members of our Board may do so by mailing written communications to:

Symantec Corporation

350 Ellis Street

Mountain View, California 94043

Attn: Corporate Secretary

The Corporate Secretary will review all such correspondence and provide regular summaries to the Board or to individual directors, as relevant, will retain copies of such correspondence for at least six months, and make copies of such correspondence available to the Board or individual directors upon request. Any correspondence relating to accounting, internal controls or auditing matters will be handled in accordance with Symantec’s policy regarding accounting complaints and concerns.

 

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our Board currently consists of nine directors, each of whom is nominated for election at the Annual Meeting, including eight independent directors and our President and Chief Executive Officer. Each director is elected to serve a one-year term, with all directors subject to annual election. At the recommendation of the Nominating and Governance Committee, the Board has nominated the following nine persons to serve as directors for the term beginning at the Annual Meeting on November 3, 2015: Michael A. Brown, Frank E. Dangeard, Geraldine B. Laybourne, David L. Mahoney, Robert S. Miller, Anita M. Sands, Daniel H. Schulman, V. Paul Unruh and Suzanne M. Vautrinot.

Unless proxy cards are otherwise marked, the persons named as proxies will vote all proxies FOR the election of each nominee named in this section. Proxies submitted to Symantec cannot be voted at the Annual Meeting for nominees other than those nominees named in this proxy statement. However, if any director nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee designated by the Board. Alternatively, the Board may reduce the size of the Board. Each nominee has consented to serve as a director if elected, and the Board does not believe that any nominee will be unwilling or unable to serve if elected as a director. Each director will hold office until the next annual meeting of stockholders and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal.

Nominees for Director

The names of each nominee for director, their ages as of August 1, 2015, and other information about each nominee is shown below.

 

Nominee

   Age    

Principal Occupation

   Director
Since
 

Michael A. Brown

     56      President and Chief Executive Officer      2005   

Frank E. Dangeard

     57      Managing Partner, Harcourt      2007   

Geraldine B. Laybourne

     68      Chairman of the Board, Kandu      2008   

David L. Mahoney

     61      Director      2003   

Robert S. Miller

     73      President and CEO, International Automotive Components Group      1994   

Anita M. Sands

     39      Director      2013   

Daniel H. Schulman

     57      President and CEO, PayPal Holdings, Inc.      2000   

V. Paul Unruh

     66      Director      2005   

Suzanne M. Vautrinot

     55      President, Kilovolt Consulting Inc.      2013   

Mr. Brown has served as our President and Chief Executive Officer since September 2014 and as a member of our Board since July 2005, following the acquisition of Veritas. He previously served as our interim President and Chief Executive Officer from March 2014 to September 2014. Mr. Brown had served on the Veritas board of directors since 2003. Mr. Brown previously served as Chairman of Line 6, Inc., a provider of musical instruments, amplifiers and audio gear that incorporate digital signal processing, from October 2005 to January 2014. From 1984 until September 2002, Mr. Brown held various senior management positions at Quantum Corporation, a leader in computer storage products, and most recently as Chief Executive Officer from 1995 to 2002 and Chairman of the Board from 1998 to 2003. He has previously served as a director of a variety of public companies, including Digital Impact, Maxtor Corporation, Nektar Therapeutics and Quantum Corporation. Mr. Brown holds a master’s of business administration from Stanford Business School and a bachelor’s degree from Harvard University.

Director Qualifications:

 

   

Industry and Technology Experience — former Chief Executive Officer and Chairman of Quantum Corporation; former member of the board of directors of Quantum Corporation, Equal Logic and Digital Impact.

 

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Global Experience — President and Chief Executive Officer of Symantec Corporation.

 

   

Leadership Experience — former Chairman of Line 6, Inc. and former Chief Executive Officer and Chairman of Quantum Corporation.

 

   

Public Company Board Experience — served as Chairman of Quantum Corporation and as a board member of Nektar Therapeutics, Maxtor Corporation and Digital Impact.

 

   

Business Combinations and Partnerships Experience — former Chief Executive Officer of Quantum and former Chairman of Line 6.

 

   

Financial Experiences — former Chief Executive Officer of Quantum; former Chairman of Line 6 and Equal Logic; and served on the Audit Committee of Digital Impact and Line 6.

Mr. Dangeard has served as a member of our Board since January 2007. He has been the Managing Partner of Harcourt, an advisory and investment firm, since March 2008. Mr. Dangeard was Chairman and Chief Executive Officer of Thomson S.A., a provider of digital video technologies, solutions and services, from September 2004 to February 2008. From September 2002 to September 2004, he was Deputy CEO of France Telecom, a global telecommunications operator. From 1997 to 2002, Mr. Dangeard was Senior Executive Vice President of Thomson and Vice Chairman in 2000. Prior to joining Thomson, Mr. Dangeard was Managing Director of SG Warburg & Co. Ltd. from 1989 to 1997, and Chairman of SG Warburg France from 1995 to 1997. Prior to that, Mr. Dangeard was a lawyer with Sullivan & Cromwell LLP, in New York and London. Mr. Dangeard also serves on the boards of Atari, Telenor, RPX Corporation and three private companies. Mr. Dangeard has previously served as a director of a variety of companies, including Moser Baer, SonaeCom SGPS, Thomson S.A. and Electricité de France S.A. He graduated from the École des Hautes Études Commerciales, the Paris Institut d’Études Politiques and from Harvard Law School.

Director Qualifications:

 

   

Industry and Technology Experience — former Chairman and Chief Executive Officer of Thomson S.A. and former Deputy CEO of France Telecom

 

   

Global Experience — Member of the board of directors of Telenor (Norway), former Chairman and Chief Executive Officer of Thomson S.A. (France); former Deputy CEO of France Telecom (France); former member of the board of directors of SonaeCom (Portugal) and MoserBaer (India).

 

   

Leadership Experience — Managing Partner of Harcourt, Chairman of Atari, former Chairman and Chief Executive Officer of Thomson S.A., Deputy CEO of France Telecom, Chairman of SG Warburg France and Managing Director of SG Warburg & Co. Ltd.

 

   

Public Company Board Experience — current member of the board of directors of Telenor, Atari and RPX; and former member of the board of directors of Electricite de France S.A., Thomson S.A., Moser Baer and SonaeCom SGPS.

 

   

Business Combinations and Partnerships Experience — Chairman of SG Warburg France and lawyer at Sullivan & Cromwell LLP

 

   

Financial Experiences — Chairman of the Audit Committee of Atari, former Chairman and Chief Executive Officer of Thomson, former Deputy CEO of France Telecom, former Chairman of the Audit Committee of Electricite de France, and former member of the Audit Committee of Moser Baer.

Ms. Laybourne has served as a member of our Board since January 2008. She has been the Chairman of the Board of Kandu, a children’s software company, since April 2013, and was acting Chief Executive Officer from October 2014 to May 2015. Ms. Laybourne was the Chairman of the Board of Defy Media, LLC, a media company, from November 2010 to April 2015. She founded Oxygen Media in 1998 and served as its Chairman and Chief Executive Officer until November 2007 when the network was acquired by NBC Universal. Prior to starting Oxygen Media, Ms. Laybourne spent 16 years at Nickelodeon. From 1996 to 1998, Ms. Laybourne was President of Disney/ABC Cable Networks where she was responsible for overseeing cable programming for the Walt Disney Company and ABC. Ms. Laybourne is also a member of the board of directors of three private

 

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companies in addition to Kandu. She earned a bachelor of arts degree in art history from Vassar College and a master of science degree in elementary education from the University of Pennsylvania.

Director Qualifications:

 

   

Leadership Experience — Chairman of Defy Media, Founder and former Chairman and Chief Executive Officer of Oxygen Media LLC, President of Disney/ABC Cable Networks, President of Nickelodeon and Vice Chairman of MTV Networks.

 

   

Public Company Board Experiences — former board member of J.C. Penney Company, Inc., Electronic Arts, Inc. and Move, Inc.

 

   

Business Combinations and Partnerships Experience — Founder, former Chairman and Chief Executive Officer of Oxygen Media LLC until it was acquired by NBC Universal.

Mr. Mahoney has served as a member of our Board since April 2003. Mr. Mahoney previously served as co-Chief Executive Officer of McKesson HBOC, Inc., a healthcare services company, and as Chief Executive Officer of iMcKesson LLC, also a healthcare services company, from July 1999 to February 2001. Mr. Mahoney is a member of the board of directors of Adamas Pharmaceuticals, Corcept Therapeutics Incorporated, and two non-profit organizations as well as a trustee of the Schwab/Laudus fund family. He has previously served as a director of a variety of companies, including Tercica Incorporated. Mr. Mahoney has a bachelor’s degree from Princeton University and a master’s of business administration from Harvard Business School.

Director Qualifications:

 

   

Industry and Technology Experience — Co-Chief Executive Officer of McKesson HBOC, Inc., Chief Executive Officer of iMcKesson LLC, various executive roles at McKesson Corporation, Principal at McKinsey & Co.

 

   

Leadership Experience — Co-Chief Executive Officer of McKesson HBOC, Inc., Chief Executive Officer of iMcKesson LLC, various executive roles at McKesson Corporation, Principal at McKinsey & Co.

 

   

Public Company Experience — serves on the board Corcept Therapeutics and as Lead Director at Adamas Pharmaceuticals; and served on the board of Tercica Incorporated.

 

   

Business Combinations and Partnerships Experience — Co-Chief Executive Officer of McKesson HBOC, Inc., Chief Executive Officer of iMcKesson LLC, various executive roles at McKesson Corporation, Principal at McKinsey & Co.

 

   

Financial Experiences — former roles at McKesson HBOC, serves on the Audit Committee of Corcept Therapeutics, the Audit and Valuation Committee of the Schwab/Laudus fund family and served on the Audit Committee of Tercica Incorporated.

Mr. Miller has served as a member of our Board since September 1994. Mr. Miller is President and CEO, International Automotive Components (IAC) Group, an automotive components supplier. He is also the Chairman of the Board of MidOcean Partners, a private equity firm specializing in leveraged buyouts, recapitalizations and growth capital investments in middle-market companies. He served as Chairman of the Board of American International Group (AIG), an insurance and financial services organization, from July 2010 to June 2015. Mr. Miller served as Chief Executive Officer of Hawker Beechcraft, an aircraft manufacturing company, from February 2012 to February 2013. He served as Executive Chairman of Delphi Corporation, an auto parts supplier from January 2007 until November 2009 and as Chairman and Chief Executive Officer from July 2005 until January 2007. From January 2004 to June 2005, Mr. Miller was non-executive Chairman of Federal Mogul Corporation, an auto parts supplier. From September 2001 until December 2003, Mr. Miller was Chairman and Chief Executive Officer of Bethlehem Steel Corporation, a large steel producer. Prior to joining Bethlehem Steel, Mr. Miller served as Chairman and Chief Executive Officer on an interim basis upon the departure of Federal Mogul’s top executive in September 2000. Hawker Beechcraft filed a voluntary petition for reorganization under the United States Bankruptcy Code (USBC) in May 2012; Delphi Corporation and certain of its subsidiaries filed voluntary petitions for reorganization under the USBC in October 2005; and Federal Mogul Corporation and Bethlehem Steel Corporation and certain of their subsidiaries, filed voluntary petitions for reorganization under

 

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the USBC in October 2001. Mr. Miller is also a member of the board of directors of AIG, WL Ross Holding Corp. and two private companies in addition to MidOcean Partners. In addition to his executive roles, Mr. Miller has previously served as a director of a variety of companies, including UAL Corporation, Reynolds American, Inc., U.S. Bancorp, and Waste Management, Inc. Mr. Miller earned a degree in economics from Stanford University, a law degree from Harvard Law School and a master’s of business administration, majoring in finance from Stanford Business School.

Director Qualifications:

 

   

Global Experience — Former Chairman of AIG; former Chief Executive Officer of Hawker Beechcraft, Inc.; former Chief Executive Officer of Delphi Corporation and former Vice Chairman of Chrysler Corporation.

 

   

Leadership Experience — Chairman of Mid Ocean Partners; former Chairman of AIG; former Chief Executive Officer of Hawker Beechcraft, Inc.; former Chairman and Chief Executive Officer of Delphi Corporation; former Chairman and Chief Executive Officer of Federal Mogul Corporation; and former Chairman and Chief Executive Officer of Bethlehem Steel Corporation.

 

   

Public Company Board Experience — serves on the board of AIG; served on the boards of s of UAL Corporation, Reynolds American, Inc., U.S. Bancorp, and Waste Management, Inc.

 

   

Business Combinations and Partnerships Experience — former Chief Executive Officer of Hawker Beechcraft, Inc., Delphi Corporation and Federal Mogul Corporation; and former Vice Chairman of Chrysler Corporation.

 

   

Financial Experiences — former Chief Financial Officer of Chrysler Corporation; and served on the Audit Committees of AIG, UAL Corporation, Reynolds American, Waste Management, U.S. Bancorp, Federal Mogul Corporation and Pope & Talbot.

Ms. Sands has served as a member of our Board since October 2013. Ms. Sands has served as Group Managing Director, Head of Change Leadership and a member of the Wealth Management Americas Executive Committee of UBS Financial Services, a global financial services firm, from April 2012 to September 2013. She was Group Managing Director and Chief Operating Officer of Wealth Management Americas at UBS Financial Services from April 2010 to April 2012. Prior to that, Ms. Sands was a Transformation Consultant at UBS Financial Services from October 2009 to April 2010. Prior to joining UBS Financial Services, Ms. Sands was Managing Director, Head of Transformation Management at Citigroup’s Global Operations and Technology organization. Ms. Sands also held several leadership positions with RBC Financial Group and CIBC. Ms. Sands is on the board of directors of ServiceNow, Inc. She received a bachelor’s degree in physics and applied mathematics from The Queen’s University of Belfast, Northern Ireland, a doctorate in atomic and molecular physics from The Queen’s University of Belfast, Northern Ireland and a master’s degree of science in public policy and management from Carnegie Mellon University.

Director Qualifications:

 

   

Industry and Technology Experience — former Managing Director and Chief Operating Officer and various executive positions of global financial services firms.

 

   

Global Experience — former Managing Director and Chief Operating Officer and various executive positions of global financial services firms.

 

   

Leadership Experience — former Managing Director and Chief Operating Officer and various executive positions of global financial services firms.

 

   

Public Company Board Experience — serves on the board of ServiceNow, Inc.

 

   

Financial Experiences — former Managing Director and Chief Operating Officer and various executive positions of global financial services firms.

Mr. Schulman has served as a member of our Board since March 2000. Mr. Schulman has served as President and Chief Executive Officer of PayPal Holdings, Inc., an online payment system company, since July 2015.

 

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Previously, he served as Group President, Enterprise Group of American Express, a financial products and travel-related services provider, from August 2010 to September 2014. Mr. Schulman was President, Prepaid Group of Sprint Nextel Corporation, a cellular phone service provider, from November 2009 until August 2010, when Sprint Nextel acquired Virgin Mobile USA, a cellular phone service provider. Mr. Schulman served as Chief Executive Officer of Virgin Mobile USA from September 2001 to November 2009, and a member of the board of directors of Virgin Mobile USA from October 2001 to November 2009. From May 2000 until May 2001, Mr. Schulman was President and Chief Executive Officer of priceline.com Incorporated, an online travel company, after serving as President and Chief Operating Officer from July 1999. He is a member of the board of directors of Flextronics International Ltd. and a non-profit organization. He received a bachelor’s degree in economics from Middlebury College, and a master’s degree in business administration, majoring in Finance, from New York University.

Director Qualifications:

 

   

Industry and Technology Experience — President and Chief Executive Officer of PayPal; former Group President, Enterprise Group of American Express and former Chief Executive Officer and Chief Operating Officer of priceline.com.

 

   

Leadership Experience — President and Chief Executive Officer of PayPal; former Group President, Enterprise Group of American Express, former President, Prepaid Group of Sprint Nextel Corporation, former Chief Executive Officer of Virgin Mobile USA and former Chief Executive Officer and Chief Operating Officer of priceline.com.

 

   

Public Company Board Experience — serves on the board of Flextronics International Ltd and served on the board of Virgin Mobile USA.

 

   

Business Combinations and Partnerships Experience — President and Chief Executive Officer of PayPal; former Chief Executive Officer of Virgin Mobile USA.

 

   

Financial Experiences — President and Chief Executive Officer of PayPal; former Group President, Enterprise Group of American Express, former President, Prepaid Group of Sprint Nextel Corporation, former Chief Executive Officer of Virgin Mobile USA and former Chief Executive Officer and Chief Operating Officer of priceline.com.

Mr. Unruh has served as a member of our Board since July 2005 following the acquisition of Veritas. Mr. Unruh had served on Veritas’ board of directors since 2003. Mr. Unruh retired as Vice Chairman of Bechtel Group, Inc., a global engineering and construction services company, in June 2003. During his 25-year tenure at Bechtel Group, he held a number of management positions including Treasurer, Controller, and Chief Financial Officer. Mr. Unruh also served as President of Bechtel Enterprises, the finance, development and ownership arm from 1997 to 2001. He is a member of the board of directors of Heidrick & Struggles International, Inc., and three private companies. Mr. Unruh is a certified public accountant.

Director Qualifications:

 

   

Global Experience — former Vice Chairman and various executive positions of Bechtel Group, Inc. and former President of Bechtel Enterprises.

 

   

Leadership Experience — former Vice Chairman and various executive positions of Bechtel Group, Inc. and former President of Bechtel Enterprises.

 

   

Public Company Board Experience — serves on the board of Heidrick & Struggles International Inc., and served on the boards of Move, Inc. and URS Corporation

 

   

Business Combinations and Partnerships Experience — former board member of Veritas Corporation, Move, Inc. and URS Corporation.

 

   

Financial Experiences — a certified public accountant; former Chief Financial Officer, Treasurer and Controller of Bechtel Group, Inc.; former President of Bechtel Enterprises; and serves on the Audit Committees of Heidrick & Struggles International, Inc. and served on the Audit Committee of Move, Inc.

 

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Ms. Vautrinot has served as a member of our Board since October 2013. Ms. Vautrinot has been President of Kilovolt Consulting Inc., an advisory firm, since October 2013. She retired from the United States Air Force in October 2013 after over 30 years of service. During her career with the United States Air Force, she served in a number of leadership positions including Major General and Commander, 24th Air Force/Network Operations from April 2011 to October 2013; Special Assistant to the Vice Chief of Staff from December 2010 to April 2011; Director of Plans and Policy, U.S. Cyber Command from May 2010 to December 2010 and Deputy Commander, Network Warfare, U.S. Strategic Command, from June 2008 and May 2010. Ms. Vautrinot is a member of the board of directors of Ecolab, Inc., Wells Fargo & Company and a private company. She received a bachelor of science degree from the U.S. Air Force Academy, a master’s degree in systems management from University of Southern California, and completed Air Command and Staff Collage as well as Air War College.

Director Qualifications:

 

   

Industry and Technology Experience — Major General and Commander (retired) and various leadership positions of United States Air Force.

 

   

Global Experience — Major General and Commander (retired) and various leadership positions of United States Air Force

 

   

Leadership Experience — Major General and Commander (retired) and various leadership positions of United States Air Force

 

   

Public Company Board Experience — serves on the board of Ecolab, Inc. and Wells Fargo & Company.

 

   

Financial Experiences — serves on the Audit Committees of Ecolab, Inc. and Wells Fargo & Company.

Summary of Director Qualifications and Experience

 

    Brown   Dangeard   Laybourne   Mahoney   Miller   Sands   Schulman   Unruh   Vautrinot

Industry and Technology Expertise

  Ö   Ö     Ö     Ö   Ö   Ö   Ö

Global Expertise

  Ö   Ö       Ö   Ö     Ö   Ö

Leadership Experience

  Ö   Ö   Ö   Ö   Ö   Ö   Ö   Ö   Ö

Public Company Board Experience

  Ö   Ö   Ö   Ö   Ö   Ö   Ö   Ö   Ö

Business Combinations and Partnerships Experience

  Ö   Ö   Ö   Ö   Ö     Ö   Ö  

Financial Expertise

  Ö   Ö     Ö   Ö   Ö   Ö   Ö   Ö

Diversity

      Ö       Ö       Ö

Director Compensation

The Compensation Committee, which consists solely of independent directors, has the primary responsibility to review and recommend to the Board for approval the compensation programs for non-employee members of the Board, including but not limited to retainers, committee fees, committee chair fees and equity compensation. The Compensation Committee reviews the non-employee directors’ compensation annually and takes various factors into consideration when determining the Board’s annual compensation, including, but not limited to the following:

 

   

the responsibilities of the Board, the committees and committee chairs;

 

   

compensation paid to directors of our peer group; and

 

   

recommendations made by the Compensation Committee’s independent compensation consulting firm, Mercer.

The policy of the Board is that compensation for independent directors should be a mix of cash and equity-based compensation. Symantec does not pay employee directors for Board service in addition to their regular employee compensation. Independent directors may not receive consulting, advisory or other compensatory fees from the Company.

 

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Annual Fees:    In accordance with the recommendation of the Compensation Committee, the Board determined the non-employee directors’ compensation for fiscal year 2015 as follows:

 

   

$50,000 annual cash retainer

 

   

$15,000 annual fee for committee membership ($20,000 for Audit membership)

 

   

$25,000 annual fee for chairing a committee of the Board ($15,000 for chairing the Nominating and Governance Committee)

 

   

$100,000 annual fee for the Lead Independent Director/Independent Chairman

The payment of the annual cash retainer is subject to the terms of the 2000 Director Equity Incentive Plan, as amended, which allows directors to choose to receive common stock in lieu of cash for all or a portion of the retainer payable to each director for serving as a member. We pay the annual retainer fee and any additional annual fees to each director at the beginning of the fiscal year. Directors who join the Company after the beginning of the fiscal year receive a prorated cash payment in respect of their annual retainer fee and fees. These payments are considered earned when paid. Accordingly, we do not require them to be repaid in the event a director ceases serving in the capacity for which he or she was compensated.

Annual Equity Awards.    Pursuant to a Non-Employee Director Grant Policy adopted by our Board, each non-employee member of the Board receives an annual award of fully-vested restricted stock under the 2013 Plan having a fair market value on the grant date equal to a pre-determined dollar value, which was $235,000. The restricted stock awards granted for fiscal year 2015 were granted on May 13, 2014 and are fully vested.

Director Stock Ownership Guidelines:    Since May 2007, the Compensation Committee has instituted the following stock ownership guidelines to better align our directors’ interests with those of our stockholders:

 

   

Directors must maintain a minimum holding of 10,000 shares of Company stock;

 

   

New directors will have three years to reach the minimum holding level; and

 

   

Notwithstanding the foregoing, directors may sell enough shares to cover their income tax liability on vested grants.

Symantec stock ownership information for each of our directors is shown under the heading “Security Ownership of Certain Beneficial Owners and Management” on page 29 of this proxy statement.

As a result of the Compensation Committee’s annual review, no changes were made to our non-employee directors’ compensation for fiscal 2015. The following table provides information for fiscal year 2015 compensation for all of our non-employee directors:

Fiscal Year 2015 Director Compensation

 

Name

   Fees Earned
or Paid in
Cash
($)(1)(2)
     Stock
Awards
($)(3)(4)
    Option
Awards
($)(5)
     Total
($)
 

Frank E. Dangeard

     85,018         234,983                320,000   

Geraldine B. Laybourne

     65,018         234,983                300,000   

David L. Mahoney

     95,018         234,983                330,000   

Robert S. Miller

     75,038         234,983 (6)              310,020   

Anita M. Sands

     70,018         234,983                305,000   

Daniel H. Schulman

     180,018         234,983                415,000   

V. Paul Unruh

     95,018         234,983                330,000   

Suzanne M. Vautrinot

     70,018         234,983                305,000   

 

 

(1)

Non-employee directors receive an annual retainer fee of $50,000 plus an additional annual fee of $15,000 (Compensation Committee and Nominating and Governance Committee) or $20,000 (Audit Committee) for

 

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  membership on each committee. The chair of each committee receives an additional annual fee of $15,000 (Nominating and Governance Committee) or $25,000 (Audit Committee and Compensation Committee).

 

(2) Includes cash payout of $17.50 for fractional share from stock awards granted to each non-employee director.

 

(3) Amounts shown in this column reflect the aggregate full grant date fair value calculated in accordance with FASC Topic 718 for awards granted during the fiscal year.

 

(4) Each non-employee director was granted 11,058 RSUs on May 13, 2014, with a per share fair value of $21.25 and a full grant date fair value of $234,983.

 

(5) Only one non-employee director held stock options at 2015 fiscal year-end: Mr. Miller (12,000).

 

(6) In lieu of cash, Mr. Miller received 100% of his annual retainer fee of $50,000 in the form of our common stock. Accordingly, pursuant to the terms of the 2000 Director Equity Incentive Plan, he was granted 2,352 shares at a per share fair value of $21.25 and a full grant date fair value of $49,980. The balance of his fee was paid in cash as reported in the “Fees Earned or Paid in Cash” column in the table above.

THE BOARD RECOMMENDS A VOTE “FOR” ELECTION OF

EACH OF THE NINE NOMINATED DIRECTORS.

 

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PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed KPMG LLP (“KPMG”) as Symantec’s principal independent registered public accounting firm to perform the audit of Symantec’s consolidated financial statements for fiscal year 2016. As a matter of good corporate governance, the Audit Committee has decided to submit its selection of independent audit firm to stockholders for ratification. In the event that this appointment of KPMG is not ratified by a majority of the shares of common stock present or represented at the Annual Meeting and entitled to vote on the matter, the Audit Committee will review its future selection of KPMG as Symantec’s independent registered public accounting firm.

The Audit Committee first approved KPMG as our independent auditors in September 2002, and KPMG audited Symantec’s financial statements for Symantec’s 2015 fiscal year. Representatives of KPMG are expected to attend the meeting with the opportunity to make a statement and respond to appropriate questions from stockholders present at the meeting.

Principal Accountant Fees and Services

We regularly review the services and fees from our independent registered public accounting firm, KPMG. These services and fees are also reviewed with the Audit Committee annually. In accordance with standard policy, KPMG periodically rotates the individuals who are responsible for Symantec’s audit. Symantec’s Audit Committee has determined that the providing of certain non-audit services, as described below, is compatible with maintaining the independence of KPMG.

In addition to performing the audit of Symantec’s consolidated financial statements, KPMG provided various other services during fiscal years 2015 and 2014. Symantec’s Audit Committee has determined that KPMG’s provisioning of these services, which are described below, does not impair KPMG’s independence from Symantec. The aggregate fees billed for fiscal years 2015 and 2014 for each of the following categories of services are as follows:

 

Fees Billed to Symantec

   2015      2014  

Audit fees(1)

   $ 7,773,692       $ 9,002,082   

Audit related fees(2)

     1,494,333         911,038   

Tax fees(3)

     401,111         121,450   

All other fees(4)

     132,858         91,511   
  

 

 

    

 

 

 

Total fees

   $ 9,801,994       $ 10,126,081   
  

 

 

    

 

 

 

The categories in the above table have the definitions assigned under Item 9 of Schedule 14A promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and these categories include in particular the following components:

 

  (1) “Audit fees” include fees for audit services principally related to the year-end examination and the quarterly reviews of Symantec’s consolidated financial statements, consultation on matters that arise during a review or audit, review of SEC filings, audit services performed in connection with Symantec’s acquisitions and statutory audit fees.

 

  (2) “Audit related fees” include fees which are for assurance and related services other than those included in Audit fees.

 

  (3) “Tax fees” include fees for tax compliance and advice.

 

  (4) “All other fees” include fees for all other non-audit services, principally for services in relation to certain information technology audits.

An accounting firm other than KPMG performs supplemental internal audit services for Symantec. Another accounting firm provides the majority of Symantec’s outside tax services.

 

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Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.

All of the services relating to the fees described in the table above were approved by the Audit Committee.

THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 2

 

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PROPOSAL NO. 3

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

In accordance with Section 14A of the Exchange Act, stockholders are entitled to cast an advisory vote to approve the compensation of our named executive officers, as disclosed in this proxy statement. Accordingly, you are being asked to vote on the following resolution at the Annual Meeting:

RESOLVED, that the compensation paid to Symantec Corporation’s named executive officers, as disclosed in this proxy statement pursuant to the Securities and Exchange Commission’s compensation disclosure rules, including the Compensation Discussion & Analysis, compensation tables and narrative discussion, is hereby approved.”

As described more fully in the Compensation Discussion & Analysis section of this proxy statement, our named executive officers are compensated in a manner consistent with our pay-for-performance philosophy and corporate governance best practices. A few highlights, which are discussed further in the Compensation Discussion & Analysis, are:

 

   

We reward performance that meets our predetermined goals. Our compensation plans do not have guaranteed payout levels, and our named executive officers do not receive any payouts under performance-based cash or equity awards if the goals are not met. Our compensation plans are also capped to discourage excessive or inappropriate risk-taking by our executive officers.

 

   

We continue to grant performance-based restricted stock units (“PRUs”) to our named executive officers as a regular part of our annual executive compensation program. We do not award any stock options to our executives.

 

   

Our various incentive plans use multiple, non-duplicative measures that correlate to stockholder value, such that no single metric is overly emphasized in determining payouts.

 

   

Our peer group consists primarily of businesses with a focus on software development, or software and engineering-driven companies that compete with us for talent. Our peer group companies are comparable to us in terms of complexity, global reach, revenue and market capitalization.

 

   

We have long-standing stock ownership guidelines for our named executive officers, requiring them to hold a minimum value in shares so that they have an even greater financial stake in our company, thereby further aligning the interests of our executive officers with those of our stockholders. We also prohibit the sale of any shares (except to meet tax withholding obligations) if doing so would cause them to fall below the required ownership levels.

 

   

We do not provide for gross-ups of excise tax values under Section 4999 of the Internal Revenue Code.

 

   

We limit any potential cash severance payments to not more than 3x our executive officers’ total target cash compensation.

 

   

We have clawback provisions in all of our executive compensation plans (providing for the return of any excess compensation received by an executive officer if our financial statements are the subject of a restatement due to error or misconduct).

 

   

Our executive officers are prohibited from short-selling Symantec stock or engaging in transactions involving Symantec-based derivative securities, and are also prohibited from pledging their Symantec stock.

 

   

Our equity incentive plan prohibits the repricing or exchange of equity awards without stockholder approval.

 

   

We seek stockholder feedback on our executive compensation through an annual advisory vote and ongoing stockholder engagement.

We believe that our compensation program balances the interests of all of our constituencies — our stockholders, our executive officers, the remainder of our employee base, our business partners and our community — by, among other things, focusing on achievement of corporate objectives, attracting and retaining highly-

 

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qualified executive management and maximizing long-term stockholder value. We encourage you to read the Compensation Discussion & Analysis, compensation tables and narrative discussion in this proxy statement.

The vote to approve the compensation of our named executive officers is advisory, and therefore not binding. Although the vote is non-binding, the Compensation Committee and the Board value your opinion and will consider the outcome of the vote in establishing compensation philosophy and making future compensation decisions.

THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 3

 

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STOCKHOLDER PROPOSAL

Proposal 4 is a stockholder proposal. If the respective stockholder proponent, or representative who is qualified under state law, is present at the Annual Meeting and submits the proposal for a vote, then the proposal will be voted upon. The stockholder proposal is included in this proxy statement exactly as submitted by the stockholder proponent. The Board’s recommendation on the proposal is presented immediately following the proposal. We will promptly provide you with the name, address and, to Symantec’s knowledge, the number of voting securities held by the proponent of the stockholder proposal, upon receiving a written or oral request directed to: Symantec Corporation, Attn: Scott C. Taylor, Corporate Secretary, 350 Ellis Street, Mountain View, California 94043, telephone: (650) 527-8000.

PROPOSAL NO. 4

Shareholder Proposal on International Policy Committee

Resolved: shareholders recommend that Symantec Corporation (the Company) establish an International Policy Committee with outside independent experts to oversee the Company’s policies and practice regarding environment, human rights, social responsibility, regulations, and other international issues that may affect the Company’s operations, performance, reputation, and shareholders’ value.

Supporting Statement

According to the Company Annual Report 2014, “Symantec operates one of the largest global threat-intelligence network, and provides leading security, backup and availability solutions.” (p.4) “[W]e employed more than 20,800 people worldwide, approximately 44% of whom reside in the U.S.” (p. 10) The Company operates “in more than 50 countries” (p.4) and the international net revenue has been 52% for three years 2012-14 (p.41). However, none of the three primary committees (Audit, Compensation, and Nomination & Governance) or other committees (if the Company has) has the capability and function to deal with the increasing complicated international issues regarding environment, human rights, social responsibility, and regulations, which are also related the legitimacy of the Company’s operation worldwide.

Especially in the dynamic Asia Pacific region, where the Company leased 1,986 square foot out of total 3,871 square foot worldwide (ibid. p. 26), the Company’s core business has great opportunities as well as challenges. The Chinese government has increased regulatory pressures to foreign ICT companies. The Japanese government has utilized the 1989 Tiananmen Tragedy to abandon its peace constitution, towards rearmament and militarization to mislead the U.S. under the U.S.-Japan Security Treaties to crash with the rising power of a nationalistic China.

Partly to respond to my proposals (which I withdraw), Microsoft established a similar policy committee in 2012. It is time for the Company to establish an international policy committee to deal with today’s complicated international affairs affecting our business.

Our Board of Directors’ Statement in Opposition to Proposal 4

The Board unanimously recommends a vote against the proposal. Our Board believes that Symantec’s policies and practices, which include appropriate Board oversight, already actively and effectively identify and address issues regarding the environment, human rights, social responsibility and international policy that are relevant to Symantec’s business. As such, the Board does not believe that forming a separate international policy committee of the Board is necessary.

Symantec considers the security of information central to corporate responsibility. As access to data protection, security, and privacy continues to dominate as a key societal issue in the connected world, our attention to corporate responsibility priorities enhances our ability to create business value.

Our Board and management have demonstrated a commitment to prioritizing corporate responsibility — including ethical operation, the environment, human rights, social responsibility, and other international issues — and appropriately positioning it within the organization. We believe that integration of corporate responsibility

 

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into everything we do is central to our company’s business success and a cornerstone of value creation. Clear expectations for corporate social responsibility performance are set by the highest levels of management. Pursuant to its charter, the Nominating and Governance Committee of the Board is expressly responsible for oversight of the company’s compliance with legal requirements, ethical standards, and corporate responsibility performance, including public policy and sustainability performance. The Nominating and Governance Committee actively participates in regular discussions with management regarding core matters, including the environment, human rights, and social responsibility. For more information about how the Board and management engage on matters of corporate responsibility, please visit www.symantec.com/cr. and click on “Our Approach” and then “Managing Corporate Responsibility”.

Our corporate responsibility strategy is organized into three pillars:

 

   

Our People, which includes employee satisfaction, talent management and diversity and inclusion.

 

   

Your Information, which includes, cybersecurity, online safety, privacy and customer experience.

 

   

The World, which includes climate change, responsible sourcing, human rights and community investment.

Our priorities are established through regular engagement with a variety of stakeholder groups, including those cited by the proponent. Since 2006, Symantec has supported the ten principles of the United Nations Global Compact (UNGC) to protect human rights, uphold ethical labor conditions, preserve the environment, and combat corruption. In the years since, we have worked diligently to strengthen our own performance and encouraged other companies to adopt the UNGC’s principles. We also continue to be an active member in the UNGC U.S. Network and maintain full adherence to the UNGC Advanced Criteria.

Additionally, environmental stewardship is an integral part of our business strategy. We look for and implement ways to decrease energy, water, and materials use and to integrate environmental sustainability to our products and services. For example, we continue to work towards the LEED certification goal we set for all newly owned or long-leased facilities. This initiative, along with acceptance to the Electronic Industry Citizenship Coalition reflects the passion that Symantec has for preserving our environmental resources and creating better social, economic and environmental outcomes for our industry. We are a participant in the United Nations Global Compact LEAD initiative, a platform for corporate sustainability leadership that was launched by the UNGC in 2011.

For more information about our corporate responsibility programs and performance, visit our corporate responsibility website at www.symantec.com/cr.

Given the broad, worldwide scope of our current policies and practices relating to corporate responsibility matters in the areas described by the proponent and our existing commitment to continuing engagement on these issues, our Board does not believe that adding a specific international policy committee of the Board is necessary. In our view, Symantec has in place policies and practices to adequately and effectively identify and address the various international policy issues that require our attention, and our resources are being deployed with regard to international policy issues in a manner that is in the best interest of Symantec and its stockholders.

Vote Required

This Proposal No. 4 is advisory in nature and would constitute a recommendation to our Board if it is approved by stockholders. The affirmative vote of a majority of the stock having voting power present in person or represented by proxy and entitled to vote is required to approve this Proposal No. 4. Unless you indicate otherwise, your proxy will be voted “AGAINST” this proposal.

THE BOARD RECOMMENDS A VOTE “AGAINST” PROPOSAL NO. 4.

 

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OUR EXECUTIVE OFFICERS

The names of our current executive officers, their ages as of August 1, 2015, and their positions are shown below.

 

Name

   Age     

Position

Michael A. Brown

     56       President and Chief Executive Officer

Matthew M. Cain

     37       Executive Vice President, Veritas Chief Product Officer

Amy L. Cappellanti-Wolf

     50       Senior Vice President and Chief Human Resources Officer

John B. Gannon

     69       Executive Vice President and General Manager, Information Management

Mark S. Garfield

     44       Senior Vice President and Chief Accounting Officer

Adrian M. Jones

     49       Executive Vice President, Enterprise Security Worldwide Sales

Francis C. Rosch

     51       Executive Vice President, Norton Business Unit

Thomas J. Seifert

     51       Executive Vice President and Chief Financial Officer

Brett Shirk

     48       Executive Vice President, Veritas Worldwide Sales

Scott C. Taylor

     51       Executive Vice President, General Counsel and Secretary

Balaji Yelamanchili

     53       Executive Vice President and General Manager, Enterprise Security

The Board chooses executive officers, who then serve at the Board’s discretion. There is no family relationship between any of the directors or executive officers and any other director or executive officer of Symantec.

For information regarding Mr. Brown, please refer to Proposal No. 1, “Election of Directors” above.

Mr. Cain has served as our Executive Vice President, Veritas Chief Product Officer since October 2014. From March 2013 to September 2014, Mr. Cain served as our Senior Vice President, Appliance Solutions, and from February 2012 to February 2013 as Vice President, Product Management, NetBackup. Prior to joining us, Mr. Cain served in various positions at Cisco Systems, Inc. from July 2000 to January 2012, including most recently as Senior Director, Product Management and Business Development from September 209 to January 2012. He has a bachelor’s degree in electrical engineering from Northwestern University and a master’s degree in general management from Stanford University Graduate School of Business.

Ms. Cappellanti-Wolf has served as our Senior Vice President and Chief Human Resources Officer since July 2014. Prior to joining us, she was Chief Human Resources Officer at Silver Spring Networks, Inc., a smart grid products provider, from June 2009 to July 2014. From September 2001 to June 2009, Ms. Cappellanti-Wolf served as Vice President, Human Resources of Cisco Systems, Inc., a networking company. From 2000 to 2001, she served as a Human Resources Director at Sun Microsystems, Inc. Ms. Cappellanti-Wolf served as Human Resources Director for The Walt Disney Company from 1995 to 2000 and held various roles in human resources with Frito-Lay, Inc., a division of PepsiCo, Inc., from 1988 to 1995. She has a bachelor’s degree in Journalism from West Virginia University and a master’s degree in Industrial and Labor Relations from West Virginia University.

Mr. Gannon has served as our Executive Vice President and General Manager, Information Management since October 2014. Prior to joining us, Mr. Gannon was retired since May 2005. From May 1998 to May 2005, Mr. Gannon served in various senior management positions at Quantum Corporation, a provider of computer storage products, including most recently as President and Chief Operating Officer from November 2003 to May 2005. He has a bachelor’s degree from the U.S. Air Force Academy and a master’s degree from Southern Illinois University.

Mr. Garfield has served as our Senior Vice President and Chief Accounting Officer since March 2014. Prior to joining us, he was Senior Vice President and Chief Accounting Officer of Brightstar Corporation, a wireless distribution and services company, from February 2013 to March 2014, and as Vice President of Finance from January 2013 to February 2013. Mr. Garfield was Director of Finance at Advanced Micro Devices, a semiconductor company, from August 2010 to December 2012. From August 2001 to August 2010, Mr. Garfield

 

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served as Audit Senior Manager and Vice Director of Ernst & Young. Mr. Garfield has a bachelor’s degree in business economics from University of California at Santa Barbara.

Mr. Jones has served as our Executive Vice President, Enterprise Security Worldwide Sales since March 2015. From June 2014 to March 2015, he served as our Senior Vice President, Asia Pacific & Japan. Prior to joining us, he served as Managing Director and Senior Vice President, Asia Pacific at Oracle Corporation from July 2013 to June 2014, and as Senior Vice President, Asia Pacific & Japan Sales from March 2011 to July 2013. From November 2009 to March 2011, Mr. Jones served as Senior Vice President and General Manager, Asia Pacific & Japan, ESSN at Hewlett-Packard Company, and as Vice President and General Manager, Americas SPO from March 2007 to November 2009. He has a degree in electronic engineering from Oxford Cherwell College.

Mr. Rosch has served as our Executive Vice President, Norton Business Unit since June 2014. From February 2013 to June 2014, Mr. Rosch served as our Senior Vice President, Mobility and as Vice President, Trust Services and SSL from August 2010 to January 2013. Prior to joining Symantec, Mr. Rosch held various leadership positions at Verisign, Inc., an Internet infrastructure services company, from August 1998 to August 2010, including most recently as Senior Vice President, Authentication Services. He has a bachelor’s degree in industrial engineering from Lehigh University.

Mr. Seifert has served as our Executive Vice President and Chief Financial Officer since March 2014. Prior to joining us, he was Executive Vice President and Chief Financial Officer of Brightstar Corporation, a wireless distribution and services company, from December 2012 to March 2014. From October 2009 to August 2012, Mr. Seifert was Senior Vice President and Chief Financial Officer at Advanced Micro Devices, Inc., a semiconductor company. From October 2008 to August 2009, he served as Chief Operating Officer and Chief Financial Officer of Qimonda AG, a German memory chip manufacturer, and as Chief Operating Officer from June 2004 to October 2008. He also held executive positions at Infineon AG, White Oak Semiconductor, and Altis Semiconductor. Mr. Seifert has a bachelor’s degree and a master’s degree in business administration from Friedrich Alexander University and a master’s degree in mathematics and economics from Wayne State University.

Mr. Shirk has served as our Executive Vice President, Veritas Worldwide Sales since April 2015. From November 2012 to April 2015, he served as our Senior Vice President, North America, and as Vice President, East Region and Canada from May 2007 to November 2012. Mr. Shirk also served as our Area Vice President from May 2007 to March 2009. He has a bachelor’s degree in business administration from Texas A&M University.

Mr. Taylor has served as our Executive Vice President, General Counsel and Secretary since August 2008. From February 2007 to August 2008, Mr. Taylor served as our Vice President, Legal. Prior to joining Symantec, Mr. Taylor held various legal and administrative positions at Phoenix Technologies Ltd., a provider of core systems software, from January 2002 to February 2007, including most recently as Chief Administrative Officer, Senior Vice President and General Counsel. From May 2000 to September 2001, he was Vice President and General Counsel at Narus, Inc., a venture-backed private company that designs IP network management software. Mr. Taylor is a member of the board of directors of Piper Jaffray Companies. He holds a juris doctorate from George Washington University, and a bachelor’s degree from Stanford University.

Mr. Yelamanchili has served as our Executive Vice President and General Manager, Enterprise Security since November 2014. Prior to joining us, Mr. Yelamanchili served as Senior Vice President, Business Analytics and Enterprise Performance Management Products at Oracle Corporation, an enterprise software and systems company, from June 2010 to November 2014. From July 2006 to June 2010, Mr. Yelamanchili was Senior Vice President and General Manager, Content Management and Archiving at EMC Corporation, a data storage and cloud computing company, and its Vice President and General Manager, Content Management Products from June 2003 to June 2006. He holds a master’s degree in engineering from Louisiana State University, and a master’s degree in business administration from the University of Michigan.

 

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information, as of August 1, 2015, with respect to the beneficial ownership of Symantec common stock by (i) each stockholder known by Symantec to be the beneficial owner of more than 5% of Symantec common stock, (ii) each member of the Board, (iii) the named executive officers of Symantec included in the Summary Compensation Table appearing on page 50 of this proxy statement and (iv) all current executive officers and directors of Symantec as a group.

Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Percentage ownership is based on 684,172,994 shares of Symantec common stock outstanding as of August 1, 2015 (excluding shares held in treasury). Shares of common stock subject to stock options and restricted stock units vesting on or before September 30, 2015 (within 60 days of August 1, 2015) are deemed to be outstanding and beneficially owned for purposes of computing the percentage ownership of such person but are not treated as outstanding for purposes of computing the percentage ownership of others.

 

Name and Address of Beneficial Owner

   Amount and
Nature of
Beneficial
Ownership
     Percent
of Class
 

5% Beneficial Owner

     

Dodge & Cox(1)

     84,607,395         12.4

BlackRock, Inc.(2)

     44,545,743         6.5

Franklin Mutual Advisers, LLC(3)

     39,349,255         5.8

The Vanguard Group(4)

     38,148,332         5.6

Directors and Named Executive Officers

     

Robert S. Miller(5)

     197,342         *   

David L. Mahoney

     147,202         *   

Michael A. Brown

     136,153         *   

Daniel H. Schulman

     119,719         *   

Geraldine B. Laybourne

     103,101         *   

Scott C. Taylor(6)

     196,375         *   

Frank E. Dangeard

     78,048         *   

V. Paul Unruh

     50,441         *   

Francis C. Rosch(7)

     116,729         *   

Balaji Yelamanchili

     32,227         *   

Anita M. Sands

     25,998         *   

Suzanne M. Vautrinot

     25,048         *   

Thomas J. Seifert

     10,330         *   

Stephen E. Gillett**

             *   

All current Symantec executive officers and directors as a group
(19 persons)(8)

     1,257,167         *   

 

 

* Less than 1%.

 

** Former officer.

 

(1) Based solely on a Schedule 13G/A filing made by Dodge & Cox on February 13, 2015, reporting sole voting and dispositive power over the shares. This stockholder’s address is 555 California Street, 40th Floor, San Francisco, CA 94104.

 

(2) Based solely on a Schedule 13G/A filing made by BlackRock, Inc. on January 29, 2015, reporting sole voting and dispositive power over the shares. This stockholder’s address is 55 East 52nd Street, New York, NY 10022.

 

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(3) Based solely on a Schedule 13G filing made by Franklin Mutual Advisers, LLC on February 3, 2015, reporting sole voting and dispositive power over the shares. This stockholder’s address is 101 John F. Kennedy Parkway, Short Hills, NJ 07078-2789.

 

(4) Based solely on a Schedule 13G filing made by The Vanguard Group on February 11, 2015, reporting sole voting and dispositive power over the shares. This stockholder’s address is 100 Vanguard Blvd., Malvern, PA 19355.

 

(5) Includes 12,000 shares subject to options that are exercisable until September 19, 2015.

 

(6) Includes 98,000 shares subject to options that will be exercisable as of September 30, 2015.

 

(7) Includes 68,000 shares subject to options that will be exercisable as of September 30, 2015.

 

(8) Includes 172,709 shares subject to options that will be exercisable as of September 30, 2015.

Symantec has adopted a policy that executive officers and members of the Board hold an equity stake in the Company. The policy requires each executive officer to hold a minimum number of shares of Symantec common stock. Newly appointed executive officers are not required to immediately establish their position, but are expected to make regular progress to achieve it. The Nominating and Governance Committee reviews the minimum number of shares held by the executive officers and directors from time to time. The purpose of the policy is to more directly align the interests of our executive officers and directors with our stockholders. See “Stock Ownership Requirements” under the Compensation Discussion & Analysis section for a description of the stock ownership requirements applicable to our executive officers.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16 of the Exchange Act requires Symantec’s directors, executive officers and any persons who own more than 10% of Symantec’s common stock, to file initial reports of ownership and reports of changes in ownership with the SEC. Such persons are required by SEC regulation to furnish Symantec with copies of all Section 16(a) forms that they file.

Based solely on its review of the copies of such forms furnished to Symantec and written representations from the directors and executive officers, Symantec believes that all Section 16(a) filing requirements were met in fiscal year 2015.

 

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EXECUTIVE COMPENSATION AND RELATED INFORMATION

COMPENSATION DISCUSSION & ANALYSIS (CD&A)

This compensation discussion and analysis describes the material elements of Symantec’s executive compensation program for fiscal 2015. For fiscal 2015, our named executive officers (“NEOs”) include the following current officers:

 

   

Michael A. Brown, President and Chief Executive Officer

 

   

Thomas J. Seifert, Executive Vice President and Chief Financial Officer

 

   

Balaji Yelamanchili, Executive Vice President and General Manager, Enterprise Security

 

   

Scott C. Taylor, Executive Vice President, General Counsel and Corporate Secretary

 

   

Francis C. Rosch, Executive Vice President, Norton Business Unit

Our NEOs also include, pursuant to applicable SEC rules, the following former executive officer:

 

   

Stephen E. Gillett, former Executive Vice President and Chief Operating Officer

Our Compensation Philosophy and Practices

The overriding principle driving our compensation programs continues to be our belief that it benefits our employees, customers, partners and stockholders to have management’s compensation tied to our current and long-term performance. The following factors demonstrate our continued commitment to pay-for-performance and to corporate governance best practices:

 

   

We reward performance that meets our predetermined goals. Our compensation plans do not have guaranteed payout levels, and our named executive officers do not receive any payouts under performance-based cash or equity awards if the goals are not met. Our compensation plans are also capped to discourage excessive or inappropriate risk-taking by our executive officers.

 

   

We continue to grant performance-based restricted stock units (“PRUs”) to our named executive officers as a regular part of our annual executive compensation program. We do not award any stock options to our executives.

 

   

Our various incentive plans use multiple, non-duplicative measures that correlate to stockholder value, such that no single metric is overly emphasized in determining payouts.

 

   

Our peer group consists primarily of businesses with a focus on software development, or software and engineering-driven companies that compete with us for talent. Our peer group companies are comparable to us in terms of complexity, global reach, revenue and market capitalization.

 

   

We have long-standing stock ownership guidelines for our named executive officers, requiring them to hold a minimum value in shares so that they have an even greater financial stake in our company, thereby further aligning the interests of our executive officers with those of our stockholders. We also prohibit the sale of any shares (except to meet tax withholding obligations) if doing so would cause them to fall below the required ownership levels.

 

   

We do not provide for gross-ups of excise tax values under Section 4999 of the Internal Revenue Code.

 

   

We limit any potential cash severance payments to not more than 3x our executive officers’ total target cash compensation.

 

   

We have clawback provisions in all of our executive compensation plans (providing for the return of any excess compensation received by an executive officer if our financial statements are the subject of a restatement due to error or misconduct).

 

   

Our executive officers are prohibited from short-selling Symantec stock or engaging in transactions involving Symantec-based derivative securities, and are also prohibited from pledging their Symantec stock.

 

   

Our equity incentive plan prohibits the repricing or exchange of equity awards without stockholder approval.

 

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We seek stockholder feedback on our executive compensation through an annual advisory vote and ongoing stockholder engagement.

Summary of Compensation Matters During Fiscal 2015

Business Changes and Performance in Fiscal 2015

Fiscal 2015 was a transformative year for our company:

 

   

After conducting a broad and thorough search, the Board appointed Michael Brown, our then-serving interim President and CEO, the Company’s President and CEO on September 24, 2014.

 

   

On October 9, 2014, we announced plans to separate our business into two independent companies: one focused on security and one focused on information management.

 

   

We hired five new executives, who bring valuable skills in analytics, backup and recovery software, sales, security, strategy, and human resources.

 

   

While undergoing significant leadership transitions and allocating substantial resources to internal initiatives in connection with the separation of our business into two independent companies, we improved our profitability and laid the foundation for future growth by achieving our profitability targets, focusing on returning to growth, and right-sizing our cost structure;

 

   

We returned nearly $1.0 billion of cash to our stockholders in fiscal 2015: (a) paying quarterly cash dividends of $0.15 per share of common stock for a total of $413 million to stockholders; and (b) repurchasing 21 million shares of our common stock for an aggregate amount of $500 million.

Financial and Compensation Metrics, Performance Achievement and Incentive Plan Earnings

During fiscal 2015, we used three core financial operating metrics as well as total shareholder return (“TSR”) relative to the S&P 500 to assess company performance and determine incentive compensation amounts earned by our officers. The operating metrics used in our executive compensation programs are: non-GAAP operating income, non-GAAP revenue and non-GAAP earnings per share (“EPS”). These metrics were selected because we believe they are strongly correlated to enterprise value for companies in our sector and promote the appropriate behaviors for our leadership team while driving company performance. For a significant portion of the long-term equity incentive compensation component of our core executive compensation program, we also used two other metrics that more directly align the interests of our executive officers to those of our stockholders: our stock price and TSR ranking for our company as compared to the S&P 500. In addition, individual performance was a factor in the potential annual incentive awards of our named executive officers, other than our CEO, under our Executive Annual Incentive Plan.

For our fiscal 2015 incentive plans, performance and resulting earning levels are as follows:

 

Incentive Plan

 

Fiscal 2015 Performance

  

Incentive Award Outcome

FY15 Executive Annual Incentive Plan  

•    Our non-GAAP operating income(1) was $1,853 million, which was 97.3% achievement of the targeted performance level; and our non-GAAP revenue was $6,649 million, which was 98.7% achievement of the targeted performance level.

 

  

•    Our non-GAAP operating income metric funded at 82% of target and non-GAAP revenue funded at 88% of target.

 

•    Our NEOs received strong individual performance ratings that resulted in total payouts of 85% - 119% of targets

Fiscal 2015 PRU Grants  

•    Our non-GAAP EPS(1) was 99.8% of our targeted performance level of $1.96 for the full fiscal year

  

•    98.3% of the targeted number of shares are eligible to be earned, subject to modification on final shares earned based on Symantec’s 2- and 3-year relative TSR versus the S&P 500

 

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(1) Consistent with the presentation in our quarterly earnings releases and supplemental materials, under our executive compensation programs, we define (i) non-GAAP operating income as gross profit less operating expenses before interest and taxes, adjusted to exclude stock-based compensation expense, charges related to the amortization of intangible assets, certain other income and expense items that management considers unrelated to the Company’s core operations, and the associated income tax effects of the adjustments; (ii) non-GAAP revenue as adjusted to exclude EDS & NDI settlement; and (iii) non-GAAP EPS as diluted net income per share as adjusted to exclude the items described above, as well as non-cash interest expense, value-added tax refunds a tax from the China tax bureau, certain other tax benefits, and the related tax impact of these adjustments.

For purposes of calculating achievement of these metrics, consistent with the presentation of non-GAAP operating income in our quarterly supplemental materials, foreign exchange movements were held constant at plan rates, pursuant to the terms of the plans.

NEO Compensation

Our named executive officers were compensated in a manner consistent with our core pay-for-performance compensation philosophy. The following are some important elements of our named executive officers’ compensation for fiscal 2015:

 

   

Majority of pay mix at risk.    For fiscal 2015, approximately 94% of our CEO’s target total direct compensation was at risk and approximately 88% of the target total direct compensation for our other named executive officers, on average, was at risk.

 

   

Short-term incentive compensation linked directly to Company financial results.    Our executive annual incentive compensation was structured to emphasize performance. Under the FY15 Executive Annual Incentive Plans, the named executive officers were eligible to receive performance-based incentive cash awards based on our company’s achievement of targeted non-GAAP operating income for fiscal 2015 and targeted non-GAAP revenue during fiscal 2015.

 

   

Long-term incentive compensation is 100% equity-based.    For fiscal 2015, the long-term compensation component of our named executive officers’ compensation packages consisted entirely of long-term equity incentive awards.

 

   

Performance measures are non-duplicative.    In fiscal 2015, the cash annual incentive plan metric were non-GAAP operating income and non-GAAP revenue, which we believe our executives have a more direct ability to affect.

“Say on Pay” Advisory Vote on Executive Compensation and Stockholder Engagement

We hold an advisory vote on executive compensation, commonly known as “Say-on-Pay,” on an annual basis. While these votes are not binding, we believe that it is important for our stockholders to have an opportunity to express their views regarding our executive compensation programs and philosophy as disclosed in our proxy statement on an annual basis. The Compensation Committee values our stockholders’ opinions and the Board and the Compensation Committee consider the outcome of each vote when making future compensation decisions for our named executive officers. In addition to the annual advisory vote on executive compensation, we are committed to ongoing engagement with our stockholders on executive compensation matters generally. These engagement efforts take place through telephone calls, in-person meetings and correspondence with our stockholders.

Although historically we have received approximately 98%, 97% and 97% of the votes cast on the advisory vote in favor of our executive compensation (in fiscal 2011, fiscal 2012 and fiscal 2013, respectively), we received approximately 76% of the votes cast in fiscal 2014. Based on stockholder feedback, we believe this lower vote was due to the acceleration of all of our former CEO’s performance-contingent stock units (“PCSUs”) upon his termination in March 2014. In consideration of the results of the most recent advisory vote and direct input from our stockholders, the Board and the Compensation Committee no longer award PCSUs and none of

 

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our NEOs’ equity grants accelerate 100% upon termination (except in certain circumstances following a change in control as described in more detail below). The results of the most recent advisory vote had no other impact on our compensation decisions and policies for fiscal 2015 and no other material changes have been made to our executive compensation philosophy and programs as the Board and the Compensation Committee deemed the above-referenced vote results were favorable and convey our stockholders’ support of our existing executive compensation philosophy and programs.

Roles of Our Compensation Committee, Independent Directors, Executive Officers and Consultants in our Compensation Process

The Compensation Committee, which is comprised entirely of independent directors, is responsible for overseeing all of Symantec’s compensation programs, including the review and recommendation to the independent directors of our Board of all compensation arrangements for our CEO and the review and approval of the compensation payable to our other named executive officers.

The independent directors of the Board evaluate the CEO’s performance and the Compensation Committee then reviews and recommends to the independent members of the Board all compensation arrangements for the CEO. After discussion, the independent members of the Board determine the CEO’s compensation. The Compensation Committee also discusses the performance of the other named executive officers with the CEO, reviews the compensation recommendations that the CEO submits for the other named executive officers, makes any appropriate adjustments, and approves their compensation. While our CEO provides input and makes compensation recommendations with respect to executive officers other than himself, our CEO does not make recommendations with respect to his own compensation or participate in the deliberations regarding the setting of his own compensation by the Board or the Compensation Committee.

Since fiscal 2004, the Compensation Committee has engaged Mercer, an outside consulting firm, to provide advice and ongoing recommendations on executive compensation matters. The Compensation Committee oversees Mercer’s engagement. Mercer representatives meet informally with the Compensation Committee Chair and the Chief Human Resources Officer and also with the Compensation Committee during its regular meetings, including in executive sessions from time to time without any members of management present.

As part of its engagement in fiscal 2015, Mercer provided, among other services, advice and recommendations on the amount and form of executive and director compensation. For example, Mercer evaluated and advised the Compensation Committee on the peer group that the Compensation Committee uses to develop a market composite for purposes of establishing named executive officer pay levels (as described below), the competitiveness of our executive and director compensation programs, the design of awards and proposed performance metrics and opportunity ranges for incentive plans, compensation-related trends and developments in our industry and the broader talent market and regulatory developments relating to compensation practices.

We paid Mercer approximately $236,000 for executive compensation services in fiscal 2015. In addition, with the Compensation Committee’s approval, management engaged and Symantec paid Mercer and its affiliates for other services, including approximately $3.459 million for other unrelated consulting and business services. We also reimbursed Mercer and its affiliates for reasonable travel and business expenses. The Compensation Committee did not review or approve the other services provided by Mercer and its affiliates to Symantec, as those services were approved by management in the normal course of business. Based in part on policies and procedures implemented by Mercer to ensure the objectivity of its executive compensation consultants and the Compensation Committee’s assessment of Mercer’s independence pursuant to the SEC rules, the Compensation Committee concluded that the consulting advice it receives from Mercer is objective and not influenced by Mercer and its affiliates’ other relationships with Symantec and that no conflict of interest exists that will prevent Mercer from being independent consultants to the Compensation Committee.

The Compensation Committee establishes our compensation philosophy, approves our compensation programs and solicits input and advice from several of our executive officers and Mercer. As mentioned above, our CEO provides the Board of Directors and the Compensation Committee with feedback on the performance of our executive officers and makes compensation recommendations (other than with respect to his own compensation) that go to the Compensation Committee for their approval. Our CEO, Chief Human Resources Officer and Gen-

 

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eral Counsel regularly attend the Compensation Committee’s meetings to provide their perspectives on competition in the industry, the needs of the business, information regarding Symantec’s performance, and other advice specific to their areas of expertise. In addition, at the Compensation Committee’s direction, Mercer works with our Chief Human Resources Officer and other members of management to obtain information necessary for Mercer to make their own recommendations as to various matters as well as to evaluate management’s recommendations.

FACTORS WE CONSIDER IN DETERMINING OUR COMPENSATION PROGRAMS

We apply a number of compensation policies and analytic tools in implementing our compensation principles. These policies and tools guide the Compensation Committee in determining the mix and value of the compensation components for our named executive officers, consistent with our compensation philosophy. They include:

Focus on Pay-for-Performance:    Our executive compensation program is designed to reward executives for results. As described below, the pay mix for our named executive officers emphasizes variable pay in the form of short-term cash and long-term equity awards. For cash awards, short-term results are measured by annual non-GAAP operating income, annual non-GAAP revenue and, for all our named executive officers other than our CEO, individual performance. A significant portion of equity grants for our named executive officers are directly performance based, with base-level grants set by performance versus non-GAAP EPS targets, modified over an extended term by the achievement of the total stockholder return ranking for our company as compared to the S&P 500. The value to the employee of the remainder equity grants to our named executive officers depends on the company share price performance.

A Total Rewards Approach:    Elements of the total rewards offered to our executive officers include base salary, short- and long-term incentives including equity awards, health benefits, a deferred compensation program and a consistent focus on individual professional growth and opportunities for new challenges.

Appropriate Market Positioning:    Our general pay positioning strategy is to target the levels of base salary, annual short-term cash incentive structure and long-term equity incentive opportunities and benefits for our named executive officers with reference to the relevant market data for each position. The Compensation Committee may set the actual components for an individual named executive officer above or below the positioning benchmark based on factors such as experience, performance achieved, specific skills or competencies, the desired pay mix (e.g., emphasizing short- or long-term results), and our budget.

Competitive Market Assessments:    Market competitiveness is one factor that the Compensation Committee considers each year in determining a named executive officer’s overall compensation package, including pay mix. The Compensation Committee relies on various data sources to evaluate the market competitiveness of each pay element, including publicly-disclosed data from a peer group of companies (see discussion below) and published survey data from a broader set of information technology companies that the Compensation Committee, based on the advice of Mercer, believes represent Symantec’s competition in the broader talent market. The peer group’s proxy statements provide detailed pay data for the top five positions. Survey data, which we obtain from the Radford Global Technology Survey, provides compensation information on a broader group of executives and from a broader group of information technology companies, with positions matched based on specific job scope and responsibilities. The Compensation Committee considers data from these sources as a framework for making compensation decisions for each named executive officer’s position.

The information technology industry in which we compete is characterized by rapid rates of change and intense competition from small and large companies, and the companies within this industry have significant cross-over in leadership talent needs. As such, we compete for executive talent with leading software and services companies as well as in the broad information technology industry. We face particularly intense competition with companies located in the geographic areas where Symantec operates, regardless of specific industry focus or company size. Further, in part because we believe that stockholders measure our performance against a wide array of technology peers, the Compensation Committee uses a peer group that consists of a broad group of high technology companies in different market segments that are of a comparable size to us. The Compensation Committee uses this peer group, as well as other relevant market data, to evaluate named executive officer pay levels.

 

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The Compensation Committee reviews our peer group on an annual basis, with input from Mercer, and the group may be adjusted from time to time based on, among other inputs, a comparison of revenues, market capitalization, industry, peer group performance and stockholder input. The following criteria were used to select our updated peer group:

 

   

Businesses with a software development focus

 

   

Similar breadth of complexity and global reach as Symantec

 

   

Annual revenue of $1.5 billion — $20.0 billion

 

   

Market capitalization of $4.0 billion — $61.0 billion

 

   

Software and engineering-driven companies in the Silicon Valley or elsewhere with which we compete for executive and broader talent

The Compensation Committee did not make any changes to our peer group for fiscal 2015. The following companies were used in setting the compensation for our named executive officers for fiscal 2015:

 

Fiscal 2015 Symantec Peer Group

Activision Blizzard, Inc.

  eBay Inc.   Nuance Communications, Inc.

Adobe Systems Incorporated

  Electronic Arts Inc.   salesforce.com, inc.

Autodesk, Inc.

  EMC Corporation   Synopsys, Inc.

BMC Software, Inc.

  Intuit Inc.   VMware, Inc.

CA, Inc.

  NetApp, Inc.   Yahoo! Inc.

Citrix Systems, Inc.

   

The Compensation Committee uses these peer companies for comparative purposes, as discussed above. In fiscal 2015, compensation for individual executive officers was not dependent on how we performed relative to these peers with respect to particular financial metrics. Further information regarding the financial results and performance of any of the peer companies may be found in periodic reports those companies file with the SEC.

Appropriate Pay Mix:    Consistent with our pay-for-performance philosophy, our executive officers’ compensation is structured so that a large portion of their total direct compensation paid based on the performance of our company and individual achievement. In determining the mix of the various reward elements and the value of each component, the Compensation Committee takes into account the executive’s role, the competitiveness of the market for executive talent, company performance, individual performance, internal pay equity and historical compensation. In making its determinations with regard to compensation, the Compensation Committee reviews the various compensation elements for the CEO and our other named executive officers (including base salary, target annual bonus, and the value of vested and unvested equity awards actually or potentially issued).

 

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The percentage of an executive officer’s compensation opportunity that is “at-risk,” or variable instead of fixed, is based primarily on the officer’s level of influence at Symantec. Executive officers generally have a greater portion of their pay at risk through short- and long-term incentive programs than the rest of our employee population because of their relatively greater responsibility and ability to influence our company’s performance. Typically, a higher proportion of the CEO’s compensation opportunity is at-risk relative to our other named executive officers because the nature of his role and ability to influence our company’s performance. As illustrated by the following charts, for fiscal 2015, approximately 94% of our CEO’s target total direct compensation (sum of base salary, target annual incentive and grant date fair value of equity award) was at-risk, and on average approximately 88% of our other named executive officers’ compensation opportunity was at-risk compensation.

 

LOGO

Form and Mix of Long-Term Equity Incentive Compensation:    The long-term equity incentive compensation component of our regular annual executive compensation program typically consists of PRUs and RSUs for all of our named executive officers. We believed these allocations would strike the appropriate balance between performance and retention for long-term equity incentive awards.

For fiscal 2015, our CEO received approximately 64% of the value of his target total direct compensation in the form of PRUs and 21% in RSUs. Other named executive officers, received on average, approximately 29% of the target total direct compensation in the form of PRUs and 47% in RSUs. We view the meaningfully higher weighting of PRUs for the CEO and lower weighting of base salary as part of total direct compensation, as compared to the weighting for the other NEOs, to be appropriate given both the level of total direct compensation and the broader level of influence over company performance associated with the CEO role.

These percentages (and other percentage-based equity awards values discussed below) are based on the grant date fair value of the shares of common stock underlying the RSUs, and the grant date fair value of the PRUs at the target level award size. The awards made to our named executive officers, other than the CEO, are determined by the Compensation Committee after reviewing recommendations made by the CEO. In determining its recommendations to the independent directors of the Board, in the case of CEO compensation, and in making compensation decisions with respect to other named executive officers, the Compensation Committee may consider factors such as the individual’s responsibilities, the individual’s performance, industry experience, current pay mix, total compensation competitiveness, long-term equity awards previously granted to the individual, retention considerations, and other factors.

Compensation Risk Assessment:    The Compensation Committee, in consultation with Mercer, has conducted its annual risk analysis on Symantec’s compensation policies and practices, and does not believe that our compensation programs encourage excessive or inappropriate risk taking by our executives or are reasonably likely to have a material adverse effect on Symantec.

 

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COMPENSATION COMPONENTS

The major components of compensation for our named executive officers during fiscal 2015 were: (i) base salary, (ii) short-term cash incentive awards, and (iii) long-term equity incentive awards.

I. Base Salary

The Compensation Committee reviews the named executive officers’ salaries annually as part of its overall competitive market assessment and may make adjustments based on talent, experience, performance, contribution levels, individual role, positioning relative to market, and our overall salary budget. The independent members of the Board of Directors review the CEO’s salary in executive session (i.e., without any executives present), and changes are considered in light of market pay assessments and the Board’s annual CEO performance evaluation, in each case without the participation of our CEO. In setting the base salaries for the other named executive officers, the Compensation Committee also considers the recommendations of the CEO based upon his annual review of their performance. Although the Compensation Committee takes into account the factors and information described above during its review and determination of the base salary for each executive officer, it does not assign a specific weight to any element and does not measure individual performance against an objective standard in the evaluation of an executive officer’s base salary. Instead, these reviews and determinations are based on the Compensation Committee’s subjective judgment taking into account all available information, including the competitive market assessment.

In connection with the appointment of our Chief Executive Officer in September 2014, the independent members of the Board negotiated an employment arrangement with him that provides for an annual base salary of $1,000,000. In negotiating and setting his base salary, the Board roughly targeted the median for CEOs within our peer group for fiscal 2015 and also took into consideration his performance as interim CEO and leadership experience.

Mr. Yelamanchili’s annual base salary was determined outside the Compensation Committee’s annual review process, using different methodology. In his case, the Compensation Committee targeted an overall compensation level to compete with the overall compensation level he was receiving with his then-current employer, and based on market data for Mr. Yelamanchili’s position and after taking into account his experience, set his annual base salary to $700,000.

Following evaluation in connection with the Compensation Committee’s annual review process, Mr. Seifert’s base salary remained the same from the previous year, as his annual base salary was deemed effective in continuing to achieve the Compensation Committee’s goals for this component of his executive compensation. Mr. Taylor received a 36.9% increase in base salary as part of his annual review, and to align his base salary with approximately the median of the market based on his experience and contributions. Mr. Rosch was appointed as our Executive Vice President, Norton Business Unit in connection with our transition to a new organizational structure in connection with the announcement of our plan to separate our business into two independent companies. In connection with his promotion to this new position, he received a 10% increase in recognition of the increase in his responsibilities.

 

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The following table presents each named executive officer’s base salary for fiscal 2015 as compared to fiscal 2014:

 

Name of NEO

  Change in
Salary
    FY15 Annual
Salary ($)
   

Description

Michael A. Brown

    n/a        1,000,000 (1)    Mr. Brown was appointed President and Chief Executive Officer in September 2014. The Compensation Committee roughly targeted the median for CEOs within our peer group and took into consideration his performance as interim CEO and leadership experience.

Thomas J. Seifert

           720,000      Mr. Seifert did not receive a base salary increase in fiscal 2015, as it was deemed effective in continuing to achieve the Compensation Committee’s goals for this component of his executive compensation.

Balaji Yelamanchili

    n/a        700,000 (2)    Mr. Yelamanchili was hired as Executive Vice President and General Manager, Enterprise Security in November 2014. The Compensation Committee deems his salary as competitive and appropriate for his position.

Scott C. Taylor

    36.9     575,000      Mr. Taylor received a 36.9% increase in base salary as part of his annual review, and to align his base salary with approximately the median of the market based on his experience and contributions.

Francis C. Rosch

    10     440,000 (3)    Mr. Rosch’s base salary increased by 10% in connection with his promotion to Executive Vice President, Norton Business Unit in May 2014.

Former Officer

     

Stephen E. Gillett

           875,000      Mr. Gillett did not receive a base salary increase in fiscal 2015.

 

 

(1) Mr. Brown received a salary of $100,000 per month until June 1, 2015 when the Board increased his base salary to $200,000 per month in recognition of his efforts and increased time commitment in his interim President and Chief Executive Officer role during fiscal 2015. This higher base salary was also designed to compensate him for serving without any variable compensation or equity award while he served as interim CEO. Following his appointment as our permanent President and Chief Executive Officer in September 2014, he earned a prorated portion of his $1,000,000 annual base salary for the remainder of fiscal 2015.

 

(2) Mr. Yelamanchili received a prorated salary of $281,345 based on his period of employment as our Executive Vice President and General Manager, Enterprise Security.

 

(3) Mr. Rosch received a prorated salary of $435,923 in fiscal 2015, as his adjusted salary went into effect following the beginning of fiscal 2015.

 

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II. Executive Annual Incentive Plan

The Executive Annual Incentive Plans for our executive officers are adopted pursuant to the Senior Executive Incentive Plan (“SEIP”) most recently approved by our stockholders in 2013. The Executive Annual Incentive Plans adopted under the SEIP are annual cash incentive plans that are designed to reward named executive officers (and other participants) for generating strong financial results for our Company in the short term. To align our senior executives’ incentive awards with key drivers of the Company’s financial performance, all named executive officers earn incentive compensation based on performance against pre-determined corporate goals described below. The Compensation Committee typically measures the achievement of named executive officers (other than our CEO) against individual performance targets as well.

Executive Annual Incentive Plan Target Opportunities:    Under the Executive Annual Incentive Plans for a given fiscal year, each named executive officer has a target award opportunity, expressed as a percentage of base salary, with the ability to earn above or below that target based on actual performance. Target award opportunities for our Executive Annual Incentive Plans are established by the Compensation Committee using the various inputs described below. The following table presents each named executive officer’s target bonus opportunity (on an actual and percentage of base salary basis) for fiscal 2015:

 

Name of NEO

   FY15 Target
% of Base
     FY15 Target
($)
 

Michael A. Brown

     150         1,500,000   

Thomas J. Seifert

     100         720,000   

Balaji Yelamanchili

     125         875,000   

Scott C. Taylor

     70         402,500   

Francis C. Rosch

     80         352,000   

Former officer

     

Stephen E. Gillett

     125         1,093,750   

In general, the award opportunities for fiscal 2015 were determined based on the relevant market data, desired market positions, the desired mix between cash and equity-based incentive pay, internal pay equity goals, and the role of the named executive officer.

At the time award opportunities are established, there is no assurance that the amount of the target awards will be realized. As explained below, each named executive officer must achieve threshold performance for each metric established in the named executive officer’s executive annual incentive plan to receive any payment for such metric. The payout under the Executive Annual Incentive Plan is also capped at different levels based on the relevant performance metric.

Executive Annual Incentive Plan Performance Measures and Target Setting:    Executive Annual Incentive Plan performance targets are established within the first 90 days of each plan year. Our management develops goals to propose to the Compensation Committee, after taking into account a variety of factors, including our historical performance, internal budgets, market and peer performance, and external expectations for our performance. The Compensation Committee reviews, adjusts as necessary, and approves the goals, the range of performance to be rewarded, and the weighting of the goals. Following the end of each fiscal year, the Compensation Committee reviews our actual performance against the performance measures established in the fiscal year’s Executive Annual Incentive Plans (after making any appropriate adjustments to such measures for the effects of corporate events that were not anticipated in establishing the performance measures), determines the extent of achievement and approves the payment of annual cash incentives, if warranted.

For fiscal 2015, the Executive Annual Incentive Plan was funded by two primary measures: non-GAAP operating income and non-GAAP revenue. We used the above performance metrics because:

 

   

Over time, we believe that non-GAAP operating income and non-GAAP revenue measures have strongly correlated with stockholder value creation for Symantec;

 

   

the non-GAAP operating income and non-GAAP revenue measures are transparent to investors and are included in our quarterly earnings releases and supplemental materials;

 

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the non-GAAP operating income and non-GAAP revenue measures are designed to balance growth and profitability; and

 

   

the performance goals used for the individual performance component align with our operational and strategic objectives.

These measures were also used in fiscal 2015 because profitability and growth were strategic priorities as our business underwent its transformative changes as noted in above. Additionally, the non-GAAP operating income metric was selected because it can be measured at various sub-business unit levels within our company.

The determination of achievement of the non-GAAP operating income and non-GAAP revenue metrics is formulaic, while the individual performance metric is determined based on a qualitative evaluation of the individual’s performance against pre-established objectives with input from our CEO. In rating the individual’s performance, the Compensation Committee gives weight to the input of our CEO, but final decisions about the compensation of our named executive officers are made solely by the Compensation Committee. Although the Compensation Committee has the discretion to adjust awards as appropriate, it did not exercise such discretion for fiscal 2015.

For the non-GAAP operating income and non-GAAP revenue metrics: (a) at the threshold achievement level of 90% of target, the funding level is 40%; (b) above the threshold achievement level, the funding level increases incrementally, up to a funding level of 100% at a target achievement level of 100%; (c) above the target achievement level, funding increases incrementally, up to a cap of a 200% funding based on a maximum achievement level of at least 106.5% of target; and (d) there is zero funding below the threshold achievement level of 90%. The non-GAAP operating income and non-GAAP revenue metrics are tested and funded independently of each other and are weighted equally. With the exception of our CEO, the actual individual payouts are further modified based on the individual performance factor generally in the range of 0-140% based on the performance achievement against pre-established goals for the fiscal year. The following illustrates the calculation used to determine the individual payout amount, if any:

 

LOGO

The following table summarizes the foregoing discussion of threshold, target and maximum performance levels and the relative funding levels at each level under the FY15 Executive Annual Incentive Plans:

 

     Non-GAAP
Operating Income
(%)
     Non-GAAP
revenue (%)
     Individual
Performance
Modifier (%)
     Total Payout
as a  Percentage
of Target (%)
 

Threshold

     40         40         35         14   

Target

     100         100         100         100   

Maximum

     200         200         140         280   

Non-GAAP operating income and non-GAAP revenue performance targets were established based on a range of inputs, including external market economic conditions, growth outlooks for our product portfolio, the competitive environment, our internal budgets, and market expectations.

The individual award is determined based on an assessment of individual performance results and impact against both quantitative and qualitative expectations for the executive’s role. The individual performance modifier does not apply to the CEO’s payout opportunity.

An executive’s performance is evaluated based on both quantitative and qualitative results in the following key areas:

 

   

financial and operational goals for their area of responsibility and the entire company;

 

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leadership qualities as well as functional competencies and knowledge for their area of responsibility; and

 

   

development and management of their team of employees.

Leadership skills are a common component to each of these objectives and are a significant factor in the assessment of individual performance. The executive’s willingness to contribute to cross-functional initiatives outside his or her primary area of responsibility, and the executive’s contribution to our company’s performance-based culture, are also extremely important aspects of the individual performance assessment.

The CEO evaluates the performance level of each named executive officer’s performance against the pre-determined goals following the end of fiscal year and then makes a recommendation to the Compensation Committee. The Compensation Committee then reviews the CEO’s compensation recommendations for the other named executive officers, makes any appropriate adjustments, and approves their compensation, if warranted.

Achievement of Fiscal Year 2015 Performance Metrics:

For fiscal 2015, our non-GAAP operating income target was $1,905 million and our non-GAAP revenue target was $6,737 million. The Compensation Committee determined that we achieved 97.3% of the non-GAAP operating income metric, resulting in 82% funding for that portion of the plan based on the plan target amount, and 98.7% for the non-GAAP revenue metric, resulting in 88% funding for that portion of the plan based on the plan target amount. For purposes of calculating achievement of these metrics, consistent with the presentation of non-GAAP operating income in our quarterly supplemental materials, foreign exchange movements were held constant at plan rates, pursuant to the terms of the plans.

For fiscal 2015, the individual performance payout level for Messrs. Seifert, Yelamanchili, Taylor and Rosch reflected strong performance ratings as measured by the objectives for the key areas described above, with a particular emphasis on their strong leadership skills that were demonstrated during our transformation in fiscal 2015. We did not assess the individual performance of Mr. Gillett, who was terminated in December 2014 as a result of his role being eliminated in connection with the separation of the businesses. Pursuant to our Executive Severance Plan, Mr. Gillett is entitled to receive 75% of his prorated annual incentive amount based on his termination date of December 6, 2014. Our named executive officers’ fiscal 2015 annual incentive payout level by performance metric, total payout as percentage of target opportunity and total payout amounts are provided in the table below:

 

     Non-GAAP
Operating
Income Funding (%)
     Non-GAAP
revenue Funding (%)
     Individual
Performance
Modifier
Funding (%)
     Total Payout as
% of Target
Opportunity (%)
     Payout
Amount ($)
 

Michael A. Brown

     82         88         n/a         85         658,176   

Thomas J. Seifert

     82         88         100         85         612,000   

Balaji Yelamanchili

     82         88         115         97.8         342,125   

Scott C. Taylor

     82         88         125         106.3         392,900   

Francis C. Rosch

     82         88         140         119         409,715   

Former Officer

              

Stephen E. Gillett

     n/a         n/a         n/a         75         556,482

 

 

* Mr. Gillett is entitled to receive pursuant to our Executive Severance Plan.

III. Equity Incentive Awards

The primary purpose of our equity incentive awards is to align the interests of our named executive officers with those of our stockholders by rewarding the named executive officers for creating stockholder value over the long-term. By compensating our executives with equity incentive awards, our executives hold a stake in the Company’s financial future. The gains realized in the long term depend on our executives’ ability to drive the financial performance of the Company. Equity incentive awards are also a useful vehicle for attracting and retaining executive talent in the highly competitive market for talent in which we compete.

 

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Our 2013 Equity Incentive Plan (the “2013 Plan”) provides for the award of stock options, stock appreciation rights, restricted stock, and restricted stock units (including PRUs). For fiscal 2015, the equity incentive component of our executive compensation program consisted of PRUs and RSUs for all of our named executive officers, except for Mr. Yelamanchili who received RSUs only for his new hire grant due to his start date with us which was more than halfway through the first year of the three-year performance period under the PRUs granted for fiscal 2015. We also offer all employees the opportunity to participate in the 2008 Employee Stock Purchase Plan, which allows for the purchase of our stock at a discount to the fair market value through payroll deductions. This plan is designed to comply with Section 423 of the Code. During fiscal 2015, two of the named executive officers participated in the 2008 Employee Stock Purchase Plan.

We seek to provide equity incentive awards that are competitive with companies in our peer group and the other information technology companies that the Compensation Committee includes in its competitive market assessment. As such, we establish target equity incentive award grant guideline levels for the named executive officers based on competitive market assessments. When making annual equity awards to named executive officers, we consider corporate results during the past year, the role, responsibility and performance of the individual named executive officer, the competitive market assessment described above, prior equity awards, and the level of vested and unvested equity awards then held by each named executive officer. In making equity awards, we also generally take into consideration gains recognizable by the executive from equity awards made in prior years. Mercer provides the Compensation Committee with market data on these matters, as well as providing to the Compensation Committee summaries of the prior grants made to the individual named executive officers.

As discussed below, the Compensation Committee believes that for fiscal 2015, a mix of PRUs and time-vested RSUs is the appropriate long-term equity incentive for named executive officers. For fiscal 2015, approximately 75% of our CEO’s equity incentive award value was granted in the form of PRUs and approximately 25% in the form of RSUs, reflecting our philosophy to allocate a significantly larger portion of the value of the CEO’s target total long-term equity incentive award in the form of PRUs than time-vested RSUs. While our philosophy is to allocate an equal target value of PRUs and RSUs to our other named executive officers, on average 33% of the other named executive officers’ equity incentive award value was granted in the form of PRUs and approximately 67% in the form of RSUs due to the impact of new hire RSU grants and additional RSU granted to promote retention as described below.

Restricted Stock Units (RSUs):    RSUs represent the right to receive one share of Symantec common stock for each RSU vested upon the settlement date, which is the date on which certain conditions, such as continued employment with us for a pre-determined length of time, are satisfied. The Compensation Committee believes that RSUs align the interests of the named executive officers with the interests of our stockholders because the value of these awards appreciates if the trading price of our common stock appreciates, and these awards also have retention value even during periods in which our trading price does not appreciate, which supports continuity in the senior management team.

Shares of our stock are issued to RSU holders as the awards vest. The vesting schedule for regular RSUs granted to our named executive officers in fiscal 2015 as part of the annual review process provide that each award vests in four equal annual installments. In fiscal 2015, we awarded additional RSU grants to three executive officers, reflecting the Compensation Committee’s desire to retain these executive officers in a competitive environment. Mr. Taylor’s and Mr. Gillett’s retention-based RSU grants vest in two equal annual installments from the grant date of June 2014. Mr. Seifert’s retention-based RSU grant vests 50% after approximately two years from the grant date and in two equal annual installments thereafter. The Compensation Committee granted Mr. Yelamanchili’s a new hire RSU grant in an amount designed to help make him whole for the value of equity he forfeited at his former employer. This new hire RSU grant vested 20% in March 2015 and will vest as to 50% in December 2015 and as to the remainder in two equal annual installments in December 2016 and December 2017. (Details of RSUs granted to the named executive officers in fiscal 2015 are disclosed in the Summary Compensation Table and Grants of Plan-Based Awards table on pages 50 and 53, respectively.)

Performance-based Restricted Stock Units (PRUs):    The Compensation Committee grants PRUs in furtherance of our pay for performance philosophy. Our Compensation Committee established this program to enhance our pay-for-performance culture with a component directly linked to our total stockholder return over

 

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two- and three-year periods. Unlike our restricted stock unit awards, the shares underlying the PRUs awarded for fiscal 2015 are eligible to be earned only if we achieve a threshold of non-GAAP EPS. Depending on our achievement of this metric, 0% to 133% of the target shares will be eligible to be earned at the end of fiscal 2016 and 2017, based on, and subject to further adjustment as a result of, the achievement of the TSR ranking for our company as compared to the S&P 500. If any target shares become eligible (the “eligible shares”) to be earned in fiscal 2016 and 2017 as a result of achievement of the non-GAAP EPS metric for fiscal 2015, then 50% to 150% of one-half of the eligible shares may be earned based on the achievement of the TSR goal for the two years ended April 1, 2016 and 50% to 150% of one-half of the eligible shares (plus any eligible shares not earned on April 1, 2016 if less than 100% of the TSR goal is achieved for the two-year period then ended) may be earned based on the achievement of the TSR goal for the three years ended March 31, 2017. Subject to certain exceptions (including acceleration of vesting upon a change in control of our company under the terms of the Symantec Executive Retention Plan, as amended), the award shall vest, if at all, only at the end of the third year of the performance period (i.e., fiscal 2017), and the named executive officer must be employed by us at the end of such period in order to vest in the award. The following table summarizes the foregoing discussion of threshold, target and maximum performance levels and payouts at each level:

 

     EPS Performance
as a Percentage
of Target (%)
    EPS Payout
as a Percentage
of Target (%)
    TSR Percentile
Rank against
S&P500
     TSR Payout
as a Percentage
of Target (%)
 

Threshold Level Payout %

     70     50     35th         50

Target Level Payout %

     100     100     50th         100

Maximum Payout %

     120     133     75th         150

For fiscal 2015, our non-GAAP EPS target under the PRUs was $1.96 per share. The Compensation Committee determined that we achieved 99.8% of this metric, resulting in 98.3% of the target shares becoming eligible to be earned based on achievement of the multi-year relative TSR performance goals under the PRUs. Pursuant to the terms of these awards, each NEO will be eligible to receive at least half of the eligible shares if he remains employed by Symantec through the last day of fiscal 2017 even if we fail to achieve those TSR performance goals, and could receive up to 150% of such shares, depending upon the degree to which we achieve of those goals and the same employment condition is met.

Below is the summary of our PRU performance metrics achievements since fiscal 2013. The PRU awards granted in fiscal 2013 finished the 3-year performance period at the end of fiscal 2015 resulting in an overall payout of 70% of the target award level.

 

    Non-GAAP EPS   2-Year TSR   3-Year TSR
Grant Year   Performance
as % of
Target
  Eligible Shares
as % of Target
Shares
  S&P 500
Percentile
Ranking
  Payout
as % of
Targets
  S&P 500
Percentile
Ranking
  Payout
as % of
Targets
  Overall
Payout

Fiscal 2013 Award

  108%   112%   17th   50%   27th   50%   70%

Fiscal 2014 Award

    99%     98%   11th   50%   TBD

Fiscal 2015 Award

  99.8%   98.3%   TBD

 

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The following table summarizes the number of shares granted in fiscal 2015, value of each award and the total value of the equity awards for each named executive officer as of the Grant Date (all values of restricted stock unit awards are based upon the closing price for a share of our common stock of $21.29 on June 10, 2014, except Mr. Brown’s RSU grant was made on September 24, 2014 with a closing price of $24.15 per share and Mr. Yelamanchili’s RSU grant was made on December 10, 2014 with a closing price of $25.51 per share).

 

Name of NEO

  Target
PRUs

(#)
    PRU Value
at Grant
Date ($)
    RSUs (#)     Retention-
Based
RSUs (#)
    RSU Value
at Grant
Date ($)
    Total Target
Equity Incentive
Awards

Value at
Grant Date($)
 

Michael A. Brown

    344,717        10,609,355        147,736        n/a        3,567,824        14,177,180   

Thomas J. Seifert

    99,298        2,490,592        89,443        n/a        1,904,241        4,394,834   

Balaji Yelamanchili*

                  276,028        n/a        7,042,854        7,042,854   

Scott C. Taylor

    55,785        1,399,199        37,190        6,346        926,881        2,326,081   

Francis C. Rosch

    55,785        1,399,199        37,190        n/a        791,775        2,190,974   

Former Officer

           

Stephen E. Gillett

    97,624        2,448,605        65,083        25,423        1,926,873        4,375,478   

 

 

* Mr. Yelamanchili did not receive a PRU grant due to his start date.

Burn Rate and Dilution:    We closely manage how we use our equity to compensate employees. We think of “gross burn rate” as the total number of shares granted under all of our equity incentive plans during a period divided by the weighted average number of shares of common stock outstanding during that period and expressed as a percentage. We think of “net burn rate” as the total number of shares granted under all of our equity incentive plans during a period, minus the total number of shares returned to such plans through awards cancelled during that period, divided by the weighted average number of shares of common stock outstanding during that period, and expressed as a percentage. “Overhang” we think of as the total number of shares underlying options and awards outstanding plus shares available for issuance under all of our equity incentive plans at the end of a period divided by the weighted average number of shares of common stock outstanding during that period and expressed as a percentage. The Compensation Committee determines the percentage of equity to be made available for our equity programs with reference to the companies in our market composite. In addition, the Compensation Committee considers the accounting costs that will be reflected in our financial statements when establishing the forms of equity to be granted and the size of the overall pool available. For fiscal 2015, our gross burn rate was 2.79%, our net burn rate was 1.76%, and our overhang was 14.23%.

Equity Grant Practices:    The Compensation Committee generally approves grants to the named executive officers at its first meeting of each fiscal year, or shortly thereafter through subsequent action. The grant date for all equity grants made to employees, including the named executive officers, is generally the 10th day of the month following the applicable meeting. If the 10th day is not a business day, the grant is generally made on the previous business day. The Compensation Committee does not coordinate the timing of equity awards with the release of material, nonpublic information. RSUs may be granted from time to time throughout the year, but all RSUs generally vest on either March 1, June 1, September 1 or December 1 for administrative reasons. PRUs are currently granted once a year and, subject to certain exceptions, vesting occurs only after a three-year performance period.

Change of Control and Severance Arrangements:    The vesting of certain stock options, RSUs and PRUs held by our named executive officers will accelerate if they experience an involuntary (including constructive) termination of employment under certain circumstances. For additional information about these arrangements, see “— Other Benefits — Change of Control and Severance Arrangements” below and “Potential Payments Upon Termination or Change in Control,” below.

Other Awards

Certain business conditions may warrant using additional compensation approaches to attract, retain or motivate executives. Such conditions include acquisitions and divestitures, attracting or retaining specific or

 

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unique talent, and recognition for exceptional contributions. In these situations, the Compensation Committee considers the business needs and the potential costs and benefits of special rewards. For example, in fiscal 2015, the Compensation Committee determined that it should offer special incentives to attract Mr. Yelamanchili because it believed that we would need to offer him compensation that would neutralize the cash impact of his departure from his then-current employer. In this regard, the Compensation Committee awarded Mr. Yelamanchili a one-time sign-on bonus of $1,000,000 as an inducement to accept our offer of employment. Mr. Yelamanchili received $500,000 on March 31, 2015 and will receive the other $500,000 on August 31, 2015, provided that he does not voluntarily leave our company and is not terminated for cause prior to August 31, 2015.

Other Benefits

All named executive officers are eligible to participate in our 401(k) plan (which includes our matching contributions), health and dental coverage, life insurance, disability insurance, paid time off, and paid holidays on the same terms as are available to all employees generally. These rewards are designed to be competitive with overall market practices, and are in place to attract and retain the talent needed in the business. In addition, named executive officers are eligible to participate in the deferred compensation plan, and to receive other benefits described below.

Deferred Compensation:    Symantec’s named executive officers are eligible to participate in a nonqualified deferred compensation plan that provides management employees on our U.S. payroll with a base salary of $150,000 or greater (including our named executive officers) the opportunity to defer up to 75% of base salary and 100% of cash bonuses for payment at a future date. This plan is provided to be competitive in the executive talent market, and to provide executives with a tax-efficient alternative for receiving earnings. One of our named executive officers participated in this plan during fiscal 2015. The plan is described further under “Non-Qualified Deferred Compensation in Fiscal 2015,” on page 57.

Additional Benefits:    Symantec’s named executive officers typically do not receive perquisites, except in limited circumstances when deemed appropriate by the Compensation Committee. For example, an additional benefit available to named executive officers is reimbursement for up to $10,000 for financial planning services. In addition, Mr. Seifert received reasonable reimbursement for certain relocation expenses associated with his move to the San Francisco Bay Area. The Compensation Committee provides certain perquisites because it believes they are for business-related purposes or are prevalent in the marketplace for executive talent. The value of the perquisites we provide is taxable to the named executive officers and the incremental cost to us for providing these perquisites is reflected in the Summary Compensation Table. (These benefits are disclosed in the All Other Compensation column of the Summary Compensation Table on page 50).

Change of Control and Severance Arrangements:    Our Executive Retention Plan provides (and, in the case of PRUs, the terms of the PRUs provide) participants with double trigger acceleration of equity awards and, if applicable, become immediately exercisable, where equity vesting and exercisability is only accelerated in the event the individual’s employment is terminated without cause, or is constructively terminated, within 12 months after a change in control of our company (as defined in the plan). In the case of PRUs, PRUs will vest at target if the change in control occurs prior to the first performance period, will vest as to eligible shares if the change in control occurs following the first performance period but before achievement is determined with respect to the second performance period, and will vest as to the sum of the eligible shares determined to be earned for the second performance period plus 50% of the eligible shares if the change in control occurs following the second performance period but before achievement is determined with respect to the third performance period.

We believe that the double trigger acceleration provision appropriately achieves the intent of the applicable plan without providing an undue benefit to executives who continue to be employed following a change in control transaction. The intent of the plan is to enable named executive officers to have a balanced perspective in making overall business decisions in the context of a potential acquisition of our company, as well as to be competitive with market practices. The Compensation Committee believes that change in control benefits, if structured appropriately, serve to minimize the distraction caused by a potential transaction and reduce the risk that key talent would leave our company before a transaction closes.

 

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Following the end of fiscal 2012, the Compensation Committee conducted an ordinary course review of the change in control and severance arrangements applicable to our executive officers. Taking into account consolidation within our industry and the practices prevalent within our peer group, the Compensation Committee modified these arrangements in order to improve retention of our senior executives whose roles would likely be eliminated in connection with a change in control of our company. Specifically, our Executive Retention Plan was amended to provide for the payment of a cash severance benefit for the named executive officers equal to one times such officer’s base salary and target payout under the Executive Annual Incentive Plan applicable to such named executive officer under the same circumstances equity awards would accelerate under the Executive Retention Plan. In addition, the Compensation Committee adopted the Symantec Corporation Executive Severance Plan, which provides certain severance benefits to our executive offers, including the named executive officers, in the event that such executive officers are involuntarily terminated other than for cause (as defined in the plan). Under the terms of this plan, eligible executive officers are entitled to receive a severance payment equal to one year of base salary. Payment of the foregoing benefit is subject to the applicable officer returning a release of claims. The Compensation Committee determined to modify these arrangements for the same reason it adopted our Executive Retention Plan. In fiscal 2015, the Compensation Committee revised the plan to provide an additional payment equivalent to 75% of the executive officer’s prorated target incentive bonus under the Executive Annual Incentive Plan in effect for such fiscal year to the executive officer who was terminated in the second half of such fiscal year and was employed in good standing for a minimum of six (6) months prior to his or her termination date.

In connection with his appointment to President and CEO in September 2014, we entered into an employment agreement with Michael Brown that provides him with certain benefits upon the involuntary termination of his employment under certain circumstances, including severance payments in connection with a change in control.

The change in control and severance benefits described above do not influence and are not influenced by the other elements of compensation as these benefits serve different objectives than the other elements. We do not provide for gross-ups of excise tax values under Section 4999 of the Internal Revenue Code. Rather, we allow the named executive officer to reduce the benefit received or waive the accelerated vesting of options to avoid excess payment penalties.

Details of each individual named executive officer’s benefits, including estimates of amounts payable in specified circumstances in effect as of the end of fiscal 2015, are disclosed under “Potential Payments Upon Termination or Change in Control” below.

SUPPLEMENTARY POLICIES AND CONSIDERATIONS

We use several additional policies to ensure that the overall compensation structure is responsive to stockholder interests and competitive with the market. Specific policies include:

Stock Ownership Requirements

We believe that in order to align the interests of our executive officers with those of our stockholders, our executive officers should have a financial stake in our company. We have maintained stock ownership requirements for our executive officers since October 2005. For fiscal 2015 our executive officers were required to hold the following minimum number of shares:

 

   

CEO: 5x base salary

 

   

CFO, COO and President, Products and Services: 3x base salary

 

   

Executive Vice Presidents: 2x base salary

Stock options and unvested RSUs and PRUs do not count toward stock ownership requirements.

The executive officer is required to acquire and thereafter maintain the stock ownership required within four years of becoming an executive officer of Symantec (or four years following the adoption date of these revised guidelines). During the four-year transitional period, each executive officer must retain at least 50% of all net (after-tax) equity grants until the required stock ownership level has been met.

 

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As of July 1, 2015, Messrs. Rosch and Taylor reached the stated ownership requirements for fiscal 2015. Mr. Brown has until September 2018, Mr. Seifert has until March 2018 and Mr. Yelamanchili has until November 2018 to meet the stated thresholds. See the table below for individual ownership levels relative to the executive’s ownership requirement.

 

Named Executive Officer

   Ownership
Requirement(1)
(# of shares)
     Holdings as  of
July 1, 2015
 

Michael A. Brown

     215,424         136,153   

Thomas J. Seifert

     93,063         10,330   

Balaji Yelamanchili

     60,318         32,227   

Scott C. Taylor

     51,701         98,375   

Francis C. Rosch

     45,239         48,729   

 

 

(1) Based on the closing price for a share of our common stock of $23.21 on July 1, 2015

Recoupment Policies (Clawbacks)

Since fiscal 2009, we have included provisions within our executive annual incentive plans to the effect that we will seek reimbursement of excess incentive cash compensation if our financial statements are the subject of a restatement due to error or misconduct.

Insider Trading, Hedging and Pledging Policies

Our Insider Trading Policy prohibits all directors and employees from short-selling Symantec stock or engaging in transactions involving Symantec-based derivative securities, including, but not limited to, trading in Symantec-based option contracts (for example, buying and/or writing puts and calls). It also prohibits pledging Symantec stock as collateral for a loan.

In addition, our Insider Trading Policy prohibits our directors, officers, employees and contractors from purchasing or selling Symantec securities while in possession of material, non-public information. It also requires that each of our directors, our Chief Executive Officer and our Chief Financial Officer conduct open market sales of our securities only through use of stock trading plans adopted pursuant to Rule 10b5-1 of the Exchange Act. Rule 10b5-1 allows insiders to sell and diversify their holdings in our stock over a designated period by adopting pre-arranged stock trading plans at a time when they are not aware of material nonpublic information about us, and thereafter sell shares of our common stock in accordance with the terms of their stock trading plans without regard to whether or not they are in possession of material nonpublic information about the Company at the time of the sale. All other executives are strongly encouraged to trade using 10b5-1 plans.

Tax and Accounting Considerations on Compensation

The financial reporting and income tax consequences to the Company of individual compensation elements are important considerations for the Compensation Committee when it reviews compensation practices and makes compensation decisions. While structuring compensation programs that result in more favorable tax and financial reporting treatment is a general principle, the Compensation Committee balances these goals with other business needs that may be inconsistent with obtaining the most favorable tax and accounting treatment for each component of its compensation.

Deductibility by Symantec.    Under Section 162(m) of the Internal Revenue Code, we may not receive a federal income tax deduction for compensation that is not performance-based (as defined in the Section 162(m) rules) paid to the Chief Executive Officer and the next three most highly compensated executive officers (other than our Chief Financial Officer) to the extent that any of these persons receives more than $1,000,000 in nonperformance-based compensation in any one year. However, we strive to maximize the tax deductibility of our compensation awards since our philosophy is to provide the largest proportion of compensation as performance-based. While the Compensation Committee considers the deductibility of awards as one factor in determining our executive compensation, it also looks at other factors in making its executive compensation

 

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decisions and retains the flexibility to grant awards or pay compensation the Compensation Committee determines to be consistent with its goals for Symantec’s executive compensation program even if the awards may not be deductible by Symantec for tax purposes.

Tax Implications for Officers.    Section 409A of the Internal Revenue Code imposes additional income taxes on executive officers for certain types of deferred compensation that do not comply with Section 409A. The Company attempts in good faith to structure compensation so that it either conforms with the requirements of or qualifies for an exception under Code Section 409A. Section 280G of the Internal Revenue Code imposes an excise tax on payments to executives of severance or change of control compensation that exceed the levels specified in the Section 280G rules. Our named executive officers could receive the amounts shown in the section entitled “Potential Payments Upon Termination or Change in Control” (beginning on page 57 below) as severance or change of control payments that could implicate this excise tax. As mentioned above, we do not offer our officers as part of their change of control benefits any gross-ups related to this excise tax under Code Section 4999.

Accounting Considerations.    The Compensation Committee also considers the accounting and cash flow implications of various forms of executive compensation. In its financial statements, the Company records salaries and performance-based compensation incentives as expenses in the amount paid, or to be paid, to the named executive officers. Accounting rules also require the Company to record an expense in its financial statements for equity awards, even though equity awards are not paid as cash to employees. The accounting expense of equity awards to employees is calculated in accordance with the requirements of FASB Accounting Standards Codification Topic 718. The Compensation Committee believes, however, that the many advantages of equity compensation, as discussed above, more than compensate for the non-cash accounting expense associated with them.

Compensation Committee Interlocks and Insider Participation

The members of the Compensation Committee during fiscal 2015 were Geraldine B. Laybourne, David L. Mahoney, Robert S. Miller and Daniel H. Schulman. None of the members of the Compensation Committee in fiscal 2015 were at any time during fiscal 2015 or at any other time an officer or employee of Symantec or any of its subsidiaries, and none had or have any relationships with Symantec that are required to be disclosed under Item 404 of Regulation S-K. None of Symantec’s executive officers has served as a member of the board of directors, or as a member of the compensation or similar committee, of any entity that has one or more executive officers who served on our Board of Directors or Compensation Committee during fiscal 2015.

Compensation Committee Report

The information contained in the following report of Symantec’s Compensation Committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by Symantec under the Securities Exchange Act of 1934 or the Securities Act of 1933 unless and only to the extent that Symantec specifically incorporates it by reference.

The Compensation Committee has reviewed and discussed with management the Compensation Discussion and Analysis (“CD&A”) contained in this proxy statement. Based on this review and discussion, the Compensation Committee has recommended to the Board that the CD&A be included in this proxy statement and our Annual Report on Form 10-K for the fiscal year ended April 3, 2015.

By: The Compensation and Leadership Development Committee of the Board of Directors:

Geraldine B. Laybourne

Robert S. Miller (Chair)

David L. Mahoney

Daniel H. Schulman

 

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Summary of Compensation

The following table shows for the fiscal year ended April 3, 2015, compensation awarded to or paid to, or earned by, our Chief Executive Officer or Chief Financial Officer during fiscal 2015, the three most highly compensated executive officers who were serving as executive officers (other than as our Chief Executive Officer or Chief Financial Officer) at the end of fiscal 2015 and a former executive officer who would have been among our most highly compensated executive officers had he remained an executive officer through the end of the fiscal year (the “named executive officers”).

Summary Compensation Table for Fiscal 2015

 

Name and Principal Position

  Fiscal
Year
    Salary
($)
    Bonus
($)
    Stock
Awards
($)(1)
    Option
Awards
($)
    Non-Equity
Incentive Plan
Compensation
($)
    All Other
Compensation
($)
    Total
($)
 

Michael A. Brown

    2015        1,473,077 (2)             14,177,180 (3)             658,176 (4)      22,000 (5)      16,330,433   

President and Chief Executive

Officer

    2014        36,364 (6)                                  340,000 (7)      376,364   

Thomas J. Seifert

    2015        720,000               4,394,834 (3)             612,000 (4)      174,055 (8)      5,900,889   

Executive Vice President,

Chief Financial Officer

    2014        30,000 (9)      1,800,000 (10)                           14,702 (11)      1,844,702   

Balaji Yelamanchili

    2015        281,345 (12)      500,000 (13)      7,042,854 (3)             342,125 (4)      13,531 (14)      8,179,855   

Executive Vice President and

General Manager, Enterprise

Security

               
               
               

Scott C. Taylor

    2015        536,250 (15)             2,326,081 (3)             392,900 (4)      63,323 (16)      3,318,554   

Executive Vice President,

    2014        420,000               2,136,428 (3)                    28,443 (17)      2,584,871   

General Counsel and Corporate

Secretary

    2013        420,000               883,575 (3)             289,380 (18)      14,599 (19)      1,607,554   

Francis C. Rosch

    2015        435,923 (20)             2,190,974 (3)             409,715 (4)      54,885 (21)      3,091,497   

Executive Vice President, Norton

Business Unit

               

Former Officer

               

Stephen E. Gillett

    2015        600,160 (22)             4,375,478 (3)                    1,529,353 (23)      6,504,991   

Executive Vice President and

    2014        875,000               3,101,493 (3)                    318,679 (24)      4,295,172   

Chief Operating Officer

    2013        241,951 (25)      3,865,000 (26)      1,021,506               321,858 (18)      270,000 (27)      5,720,315   

 

 

(1) Amounts shown in this column reflect the aggregate full grant date fair calculated in accordance with FASB Accounting Standards Codification (“FASC”) Topic 718 for restricted stock unit awards (“RSU”s) and performance-based restricted unit awards (“PRU”s) in fiscal years presented. The grant date fair values for RSUs were determined based on the closing share price of our common stock on the date of grant. For a discussion of the valuation methodology used to value the PRUs awarded during the fiscal years 2013-2015, see footnote 3 to the Summary Compensation Table below.

 

(2) This amount reflects payments based on his interim President and Chief Executive Officer base salary for the first six months of fiscal 2015 and his adjusted salary for the remainder of fiscal 2015.

 

(3) The PRUs awarded in fiscal years presented are based on a three-year performance period. The PRUs are eligible to be earned if we achieve at least 70% of the target level non-GAAP EPS performance. Depending on our achievement of this metric, 0% to 133% of the target shares will be eligible to be earned at the end of the fiscal year of grant, based on, and subject to further adjustment as a result of, the achievement of the TSR ranking for our company as compared to the S&P 500 (the market-related component) in the subsequent fiscal years. If any target shares become eligible (the “eligible shares”) to be earned at the end of the fiscal year of grant as a result of achievement of the performance-related component, then 50% to 150% of one-half of the eligible shares may be earned based on the achievement of the TSR goal for the first and second fiscal years and 50% to 150% of one-half of the eligible shares (plus any eligible shares not earned at the end of the second fiscal year if less than 100% of the TSR goal is achieved for the two-year period then ended) may be earned based on the achievement of the TSR goal for the first, second and third fiscal years. Because the performance-related component is based on separate measurements of our financial performance only in the first year of the three-year performance period, FASC Topic 718 requires the grant date fair value to be calculated at the commencement of the performance period. Consistent with FASC Topic 718, the full grant date fair value for the market-related component, or the TSR adjustment, for the entire three-year performance cycle is included in the amounts shown for the year of grant and was determined using a Monte Carlo simulation option pricing model (“Monte Carlo model”) on the date the PRUs were awarded in fiscal years 2013-2015.

 

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The table below sets forth the grant date fair value determined in accordance with FASC Topic 718 principles established in fiscal years 2013-2015 for the performance-related component of these awards (i) based upon the probable outcome of the fiscal years 2013-2015 performance-related component as of the grant date, and (ii) based upon achieving the maximum level of performance under the fiscal years 2013-2015 performance-related component as of the grant date. Also set forth below are the grant date fair values pertaining to the market-related component or the TSR adjustment and significant inputs and assumptions used in the Monte Carlo model, determined upon grant in fiscal years 2013-2015, and which is not subject to probable or maximum outcome assumptions.

 

Name

   Fiscal
Year
     Probable Outcome of
Performance
Conditions Grant
Date Fair Value
($)
     Maximum
Outcome of
Performance
Conditions Grant
Date Fair Value
($)
     Market-Related
Component Grant
Date Fair Value
($)
 

Michael A. Brown

     2015         9,017,952         14,110,442         10,609,355   

Thomas J. Seifert

     2015         2,540,404         3,312,488         2,490,592   

Balaji Yelamanchili

     2015                           

Scott C. Taylor

     2015         1,427,183         1,860,935         1,399,199   
     2014         606,769         849,476         638,704   
     2013         538,670         607,145         456,500   

Francis C. Rosch

     2015         1,427,183         1,860,935         1,399,199   

Stephen E. Gillett

     2015         2,497,577         3,256,645         2,448,605   
     2014         1,820,331         2,548,464         1,916,138   

 

Grant Date

   Grant Date
Fair Value ($)
     Volatility (%)      Risk-Free
Interest Rate (%)
 

5/10/2012

     16.60         32.21         0.36   

5/20/2013

     26.03         28.80         0.38   

6/10/2014

     25.08         26.20         0.84   

9/24/2014

     30.78         22.89         0.84   

 

(4) Represents the executive officer’s annual bonus under the Executive Annual Incentive Plan for fiscal 2015, which was earned in fiscal 2015 and paid in fiscal 2016.

 

(5) Represents (a) $10,000 for reimbursement for tax services, and (b) $12,000 for the Company’s contributions to Mr. Brown’s account under its 401(k) plan.

 

(6) Mr. Brown received a prorated salary of $36,364 based on his period of employment as our interim President and Chief Executive Officer in fiscal 2014.

 

(7) Represents the following non-employee director compensation paid to Mr. Brown prior to his becoming our interim President and Chief Executive Officer in March 2014:

 

Fees Earned

or Paid in Cash

($)*

  

Stock

Awards

      ($)†      

  

Total

        ($)         

105,023††

   234,978    340,000

 

 

  * Mr. Brown received the following annual fees: (i) $50,000 annual retainer fee; (ii) $15,000 for serving on the Compensation Committee; (ii) $15,000 for serving on the Nominating and Governance Committee; and (iii) $25,000 for chairing the Compensation Committee.

 

  Amounts shown in this column reflect the aggregate full grant date fair value calculated in accordance with FASC Topic 718 for awards granted during the fiscal year.

 

  †† Includes cash payout of $22.50 for fractional share from non-employee director stock award grant.

 

(8) Represents (a) $154,730 in relocation expenses occurred in fiscal 2015, (b) $7,925 for reimbursement for tax services, and (c) $11,400 for the Company’s contributions to Mr. Seifert’s account under its 401(k) plan.

 

(9) Mr. Seifert received a prorated salary of $30,000 based on his period of employment as our Executive Vice President and Chief Financial Officer in fiscal 2014. His annual base salary is $720,000.

 

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(10) Represents a one-time sign-on bonus, which Mr. Seifert is obligated to repay all or a portion of the sign-on bonus if he voluntarily leaves the Company or is terminated for cause prior to March 17, 2017.

 

(11) Represents relocation expenses incurred in fiscal 2014.

 

(12) Mr. Yelamanchili received a prorated salary of $281,345 based on his period of employment as our Executive Vice President and General Manager, Enterprise Security in fiscal 2015. His annual base salary is $700,000.

 

(13) Represents half of a one-time sign-on bonus of $1,000,000 as an inducement to accept our offer of employment. Mr. Yelamanchili received $500,000 on March 31, 2015 and will receive the other $500,000 on August 31, 2015, provided that he does not voluntarily leave our company or is terminated for cause prior to August 31, 2015.

 

(14) Represents (a) $8,281 for dividend equivalent payment on stock awards, and (b) $5,250 for the Company’s contributions to Mr. Yelamanchili’s account under its 401(k) plan.

 

(15) This amount includes a prorated increase in base salary as part of Mr. Taylor’s annual review.

 

(16) Represents (a) $4,284 for coverage of expenses related to attendance at the FY14 sales achiever’s trip, (b) $36,817 for dividend equivalent payment on stock awards, (c) $1,178 for membership fees, (d) $13,357 for reimbursement for tax services, and (e) $7,688 for the Company’s contributions to Mr. Taylor’s account under its 401(k) plan.

 

(17) Represents (a) $7,350 for dividend equivalent payment on stock awards, (b) $1,121 for membership fees, (c) $13,971 for reimbursement for tax services, and (d) $6,000 for the Company’s contributions to Mr. Taylor’s account under its 401(k) plan.

 

(18) Represents the executive officer’s annual bonus under the Executive Annual Incentive Plan for fiscal 2013, which was earned in fiscal 2013 and paid in fiscal 2014.

 

(19) Represents (a) $959 for coverage of expenses related to attendance at the FY12 Board retreat, (b) $1,111 for membership fees, (c) $6,529 for reimbursement for tax services, and (d) $6,000 for the Company’s contributions to Mr. Taylor’s account under its 401(k) plan.

 

(20) Mr. Rosch received a prorated salary of $435,923 based on his period of employment as our Executive Vice President, Norton Business Unit in fiscal 2015. Mr. Rosch’s base annual salary increased from $400,000 to $440,000 in July 2014 in connection with his promotion to our Executive Vice President, Norton Business Unit.

 

(21) Represents (a) 12,145 for coverage of expenses related to attendance at the FY14 sales achiever’s trip, (b) $32,030 for dividend equivalent payment on stock awards, (c) $2,070 for spousal medical benefits, (d) $1,800 for reimbursement for tax services, (e) $6,800 for the Company’s contributions to Mr. Rosch’s account under its 401(k) plan, and (f) $40 for an appreciation award.

 

(22) Represents salary paid through the effective date of Mr. Gillett’s termination on December 6, 2014.

 

(23) Represents (a) $65,002 for dividend equivalent payment on stock awards, (b) $28,669 for coverage of expenses related to attendance at the FY14 sales achiever’s trip, and (c) $1,435,682 in cash severance pay pursuant to our Executive Severance Plan. For more information regarding Mr. Gillett’s cash severance pay, see “Potential Payments Upon Termination or Change in Control” below.

 

(24) Represents (a) $5,764 for dividend equivalent payment on stock awards, (b) $46,272 for coverage of expenses related to attendance at the FY13 sales achiever’s trip, and (c) $266,643 for relocation expenses.

 

(25) Mr. Gillett received a prorated salary of $241,951 based on his period of employment as our Executive Vice President and Chief Operating Officer in fiscal 2013. His annual base salary is $875,000.

 

(26) Represents two one-time sign-on bonuses designed to partially offset Mr. Gillett’s forfeiture of various bonuses, including $2,552,000 of previously-paid bonuses that he was obligated to repay in full, as a result of his departure from his former employer. Mr. Gillett was obligated to repay all or a portion of these sign-on bonuses if he voluntarily left the Company or was terminated for cause prior to December 21, 2017.

 

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(27) Represents the following non-employee director compensation paid to Mr. Gillett prior to his becoming our Executive Vice President and Chief Operating Officer in December 2012:

 

Fees Earned

or Paid in Cash

($)*

  

Stock

Awards

    ($)†**    

 

Total

        ($)         

20,013††

   249,987††   270,000

 

 

  * Mr. Gillett received an annual fee of $20,000 for serving on the Audit Committee.

 

  Amounts shown in this column reflect the aggregate full grant date fair value calculated in accordance with FASC Topic 718 for awards granted during the fiscal year.

 

  ** Mr. Gillett was granted 12,547 RSUs on May 7, 2012, with a per share fair value of $15.94 and a full grant date fair value of $199,999.

 

  †† In lieu of cash, Mr. Gillett received 100% of his annual retainer fee of $50,000 in the form of our common stock. Accordingly, pursuant to the terms of the 2000 Director Equity Incentive Plan, he was granted 3,136 shares at a per share fair value of $15.94 and a full grant date fair value of $49,988. The balance of his fee, $13.00, was paid in cash as reported in the “Fees Earned or Paid in Cash” column in the table above.

The following table shows for the fiscal year ended April 3, 2015, certain information regarding grants of plan-based awards to our named executive officers from our incentive plans:

Grants of Plan-Based Awards in Fiscal 2015

 

         

 

Estimated Future Payouts
Under Non-Equity Incentive Plan
Awards(2)

   

 

Estimated Future Payouts
Under Equity Incentive
Plan Awards(3)

    All Other
Stock
Awards:
Number
of Shares
of Stock
or Units(4)
(#)
    All Other
Option
Awards:
Number
of
Securities
Underlying

Options
(#)
    Exercise or
Base Price
of Option

Awards
($/Sh)
    Grant
Date
Fair
Value
of Stock
and
Option

Awards
($)
 

Name

  Grant
Date(1)
    Threshold
($)
    Target
($)
    Maximum
($)
    Threshold
(#)
    Target
(#)
    Maximum
(#)
         

Michael A. Brown

    09/24/14        600,000        1,500,000        3,000,000                             147,736 (4)                    3,567,824   
    09/24/14              172,358        344,717        687,710                             10,609,355   

Thomas J. Seifert

    06/10/14        100,800        720,000        2,016,000                             66,199 (5)                    1,409,377   
    06/10/14                                   23,244 (6)                    494,865   
    06/10/14              49,649        99,298        198,099                             2,490,592   

Balaji Yelamanchili

    12/10/14        122,500        875,000        2,450,000                             276,028 (7)                    7,042,854   

Scott C. Taylor

    06/10/14        51,744        369,600        1,034,880                             37,190 (5)                    791,775   
    06/10/14                                   6,346 (8)                    135,106   
    06/10/14              27,892        55,785        111,291                             1,399,199   

Francis C. Rosch

    06/10/14        48,190        344,216        963,805                             37,190 (5)                    791,775   
    06/10/14              27,892        55,785        111,291                             1,399,199   

Former Officer

                     

Stephen E. Gillett

    06/10/14        153,125        1,093,750        3,062,500                             65,083 (5)                    1,385,617   
    06/10/14                                   25,423 (8)                    541,256   
    06/10/14              48,812        97,624        194,759                             2,448,605   

 

 

(1) Represents grant date of stock awards.

 

(2) Represents threshold, target and maximum payouts with respect to each applicable metric under the FY15 Executive Annual Incentive Plan.

 

(3)

The amounts shown in these rows reflect, in share amounts, the threshold, target, and maximum potential eligible shares to be earned (based on performance for the fiscal 2015 period) at the end of fiscal 2016 and 2017, based on, and subject to further adjustment as a result of, the achievement of the TSR ranking for our company as compared to the S&P 500, as further described in the CD&A section beginning on page 43. In May 2014 all named executive officers were awarded a PRU under the 2013 Equity Incentive Plan, eligible to be earned if we achieve at least 70% of the target level non-GAAP

 

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  EPS performance, with a threshold award equal to 50% of the target eligible shares and a maximum award equal to 200% of the target eligible shares. For fiscal 2015, the Compensation Committee determined that we achieved 99.8% of our non-GAAP EPS target under the PRUs, resulting in 98.3% of the target eligible shares becoming eligible to be earned based on achievement of the TSR performance goals under the PRUs. Pursuant to the terms of these awards, each NEO will be eligible to receive at least half of the eligible shares if he remains employed by us through the last day of fiscal 2017 even if we fail to achieve those TSR performance goals, and could receive up to 150% of such shares, depending upon the degree to which we achieve of those goals and the same employment condition is met. For additional detail on the grant date fair value of the PRUs, see footnote 2 to the Summary Compensation Table above.

 

(4) This RSU grant was granted under the 2013 Plan and vests over three years: 30% to vest on the first and second anniversaries of the grant date and the remainder vests on the third anniversary of the grant date, and is settled in shares on the vesting date.

 

(5) This RSU grant was granted under the 2013 Plan and vests in four equal annual installments on each of the first through fourth anniversaries of the date of grant, and is settled in shares on the vesting date.

 

(6) This RSU grant was granted under the 2013 Plan and vests over four years: 50% to vest on the second anniversary of the grant date and the remainder vests in equal annual installments over the next two years, and is settled in shares on the vesting date.

 

(7) This RSU grant was granted under the 2013 Plan and vests over four years: 20% vested on March 1, 2015, 50% vests on December 1, 2015, 15% vests on December 1, 2016 and 15% vests on December 1, 2017, and is settled in shares on the vesting date.

 

(8) This RSU grant was granted under the 2013 Plan and vests in two equal annual installments on each of the first and second anniversaries of the date of grant, and is settled in shares on the vesting date.

 

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For a summary of the terms of the FY15 Executive Annual Incentive Plan, see “Compensation Discussion & Analysis (CD&A) — Compensation Components — Executive Annual Incentive Plans” above. Details of acceleration of the equity awards described are disclosed under “Compensation Discussion & Analysis (CD&A) — Other Benefits — Change in Control and Severance Arrangements” above and “Potential Payments Upon Termination or Change in Control” below.

The following table shows for the fiscal year ended April 3, 2015, certain information regarding outstanding equity awards at fiscal year end for our named executive officers.

Outstanding Equity Awards At Fiscal Year-End 2015

 

    Option Awards     Stock Awards        

Name

  Grant Date     Number of
Securities
Underlying
Unexercised
Options

(#)
Exercisable
    Number of
Securities
Underlying
Unexercised
Options

(#)
Unexercisable
    Option
Exercise
Price
($)
    Option
Expiration
Date
    Number of
Shares or
Units of
Stock That
Have Not
Vested

(#)
    Market Value
of Shares or
Units of
Stock That
Have Not
Vested

($)*
    Equity
Incentive
Plan
Awards:
Number
of
Unearned
Shares,
Units or
Other
Rights
that Have
Not Yet
Vested
(#)
    Equity
Incentive
Plan
Awards:
Value of
Unearned
Shares,
Units or
Other
Rights
that Have
Not Yet
Vested
($)*
 

Michael A. Brown

    9/24/2014                                    147,736 (1)      3,479,183        338,856 (2)      7,980,059   

Thomas J. Seifert

    6/10/2014                                    66,199 (3)      1,558,986        97,609 (2)      2,298,692   
    6/10/2014                                    23,244 (4)      547,396                 

Balaji Yelamanchili

    12/10/2014                                    220,822 (5)      5,200,358       

Scott C. Taylor

    5/11/2009        26,000               15.32        5/11/2016                               
    6/10/2010        72,000               14.44        6/10/2017                               
    5/10/2012                                    13,750 (6)      323,813                 
    5/20/2013                                    18,405 (7)      433,438        12,025 (8)      283,189   
    2/10/2014                                    32,493 (9)      765,210       
    6/10/2014                                    37,190 (10)      875,825        54,836 (2)      1,291,388   
    6/10/2014                                    6,346 (11)      149,448            

Francis C. Rosch

    9/10/2010        28,000               14.86        9/10/2017                               
    6/10/2011        37,500        2,500 (12)      18.50        6/10/2018                               
    5/10/2012                                    8,333 (13)      196,242                 
    7/10/2012                                    5,000 (14)      117,750            
    5/20/2013                                    15,338 (15)      361,210        10,020 (8)      235,971   
    6/10/2013                                    6,264 (16)      147,517                 
    10/10/2013                                    29,801 (17)      701,814                 
    2/10/2014                                    32,493 (18)      765,210                 
    6/10/2014                                    37,190 (19)      875,825        54,836 (2)      1,291,388   

Former Officer:

                 

Stephen E. Gillett

                                                              

 

 

* The market value of the equity awards that have not vested is calculated by multiplying the number of units that have not vested by the closing price of our common stock on April 3, 2015, which was $23.55.

 

(1) 44,321 shares to vest on 9/1/2015, 44,321 shares to vest on 9/1/2016, and 59,094 shares to vest on 9/1/2017.

 

(2) Vests on 3/31/2017 based on, and subject to further adjustment as a result of, the achievement of the TSR ranking for our company as compared to the S&P 500. The number of shares and the payout value for the fiscal 2015 PRUs set forth above reflect the target potential payout which represents 98.3% of the target number of PRUs. Each PRU is subject to the Compensation Committee’s certification when approving the settlement thereof.

 

(3) 16,550 shares to vest on 6/1/2015, 16,550 shares to vest on 6/1/2016, 16,550 shares to vest on 6/1/2017, and 16,549 shares to vest on 6/1/2018.

 

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(4) 11,622 shares to vest on 6/1/2016, 5,811 shares to vest on 6/1/2017, and 5,811 shares to vest on 6/1/2018.

 

(5) 138,014 shares to vest on 12/1/2015, 41,404 shares to vest on 12/1/2016, and 41,404 shares to vest on 12/1/2017.

 

(6) 6,875 shares to vest on 6/1/2015, and 6,875 shares to vest on 6/1/2016.

 

(7) 6,135 shares to vest on 6/1/2015, 6,135 shares to vest on 6/1/2016, and 6,135 shares to vest on 6/1/2017.

 

(8) Vests on 4/1/2016 based on, and subject to further adjustment as a result of, the achievement of the TSR ranking for our company as compared to the S&P 500. The number of shares and the payout value for the fiscal 2015 PRUs set forth above reflect the threshold potential payout which represents 50% of the eligible shares of these PRUs. Each PRU is subject to the Compensation Committee’s certification when approving the settlement thereof.

 

(9) 10,831 shares to vest on 3/1/2016, 10,831 shares to vest on 3/1/2017, and 10,831 shares to vest on 3/1/2018.

 

(10) 9,298 shares to vest on 6/1/2015, 9,298 shares to vest on 6/1/2016, 9,297 shares to vest on 6/1/2017, and 9,297 shares to vest on 6/1/2018.

 

(11) 3,173 shares to vest on 6/1/2015, and 3,173 shares to vest on 6/1/2016.

 

(12) Unvested options vest in equal installments monthly on the 10th of each month ending on 6/10/2015.

 

(13) 4,167 shares to vest on 6/1/2015, and 4,166 shares to vest on 6/1/2016.

 

(14) 2,500 shares to vest on 6/1/2015, and 2,500 shares to vest on 6/1/2016.

 

(15) 5,113 shares to vest on 6/1/2015, 5,113 shares to vest on 6/1/2016, and 5,112 shares to vest on 6/1/2017.

 

(16) 2,088 shares to vest on 6/1/2015, 2,088 shares to vest on 6/1/2016, and 2,088 shares to vest on 6/1/2017.

 

(17) 9,934 shares to vest on 9/1/2015, 9,934 shares to vest on 9/1/2016, and 9,933 shares to vest on 9/1/2017.

 

(18) 10,831 shares to vest on 3/1/2016, 10,831 shares to vest on 3/1/2017, and 10,831 shares to vest on 3/1/2018.

 

(19) 9,298 shares to vest on 6/1/2015, 9,298 shares to vest on 6/1/2016, 9,297 shares to vest on 6/1/2017, and 9,297 shares to vest on 6/1/2018.

The following table shows for the fiscal year ended April 3, 2015, certain information regarding option exercises and stock vested during the last fiscal year with respect to our named executive officers:

Option Exercises and Stock Vested in Fiscal 2015

 

     Option Awards      Stock Awards  

Name

   Number  of
Shares
Acquired
on  Exercise
(#)
     Value Realized
on Exercise
($)
     Number  of
Shares
Acquired
on Vesting
(#)
     Value
Realized

on Vesting
($)
 

Michael A. Brown

     12,000         40,293                   

Thomas J. Seifert

                               

Balaji Yelamanchili

                     55,206         1,388,983   

Scott C. Taylor

     46,000         224,436         49,343         1,205,519   

Francis C. Rosch

                     50,050         1,202,659   

Former officer

           

Stephen E. Gillett

                     67,166         1,687,071   

 

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Non-Qualified Deferred Compensation in Fiscal 2015

The table below provides information on the non-qualified deferred compensation of the named executive officers for the fiscal year ended April 3, 2015.

 

     Non-Qualified Deferred Compensation  

Name

   Executive
Contributions  in
Last Fiscal
Year
($)
    Registrant
Contributions  in
Last Fiscal
Year
($)
     Aggregate
Earnings  in
Last Fiscal
Year
($)
    Aggregate
Withdrawals/
Distributions
($)
     Aggregate
Balance  at
Last  Fiscal
Year-End
($)
 

Michael A. Brown

                                     

Thomas J. Seifert

                                     

Balaji Yelamanchili

                                     

Scott C. Taylor

                                     

Francis C. Rosch

     14,845 (1)              1,003 (2)              36,677   

Former Officer

                                     

Stephen E. Gillett

                                     

 

 

(1) Represents $14,845 reported under the “Salary” column of the Summary Compensation Table.

 

(2) Amount reflected is not included in the Summary Compensation Table because the earnings are not preferential or above-market.

In fiscal 2015, certain management employees on our U.S. payroll with a base salary of $150,000 or greater, including each of the named executive officers, are eligible to participate in the Symantec Corporation Deferred Compensation Plan. The plan provides the opportunity for participants to defer up to 75% of base salary and 100% of variable pay each year. Variable pay includes all bonus and commission payments. Deferral elections must be made prior to the beginning of a calendar year and cannot be revoked as of the day immediately prior to commencement of that year. The plan is “unfunded” and all deferrals are general assets of Symantec. Amounts deferred by each participant under the plan are credited to a bookkeeping account maintained on behalf of each participant. The bookkeeping account under the plan will then be adjusted based on the performance of the measurement funds that have been selected by the participant. The measurement funds available under the plan are substantially identical to the investment funds available under our 401(k) plan. Each participant may change their measurement fund selections on a daily basis. The plan requires that benefits accumulated in the bookkeeping accounts for each participant not meeting a 5-year service requirement to be distributed to the participant following his or her termination of employment with us for any reason. If a 5-year service requirement has been met, accumulated benefits will be distributed according to the participant’s designated payment election. The plan permits us to terminate the plan and make such a distribution in the event of a change in control of Symantec. We intend to take such action in the event of a change in control of Symantec.

Potential Payments Upon Termination or Change-In-Control

Set forth below is a description of the plans and agreements (other than the Deferred Compensation Plan) that could result in potential payouts to our named executive officers in the case of their termination of employment and/or a change in control of Symantec.

Symantec Executive Retention Plan

In January 2001, the Board approved the Symantec Executive Retention Plan, to deal with employment termination resulting from a change in control of the Company. The plan was modified by the Board in July 2002, April 2006, June 2007, April 2012 and February 2015. Under the terms of the plan, all equity compensation awards (including, among others, stock options, RSUs and PRUs) granted by the Company to the Company’s Section 16(b) officers (including our named executive officers) would become fully vested (at target or to the extent of achievement for PRUs) and, if applicable, exercisable following a change in control of the Company (as defined in the plan) after which the officer’s employment is terminated without cause or constructively terminated by the acquirer within 12 months after the change in control. In the case of PRUs, PRUs will vest at

 

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target if the change in control occurs prior to the first performance period, will vest as to eligible shares if the change in control occurs following the first performance period but before achievement is determined with respect to the second performance period, and will vest as to the sum of the eligible shares determined to be earned for the second performance period plus 50% of the eligible shares if the change in control occurs following the second performance period but before achievement is determined with respect to the third performance period. Additionally, in accordance with the terms of the PRU award agreement, in the case that an executive’s employment with the Company terminates by reason of the executive’s death, total and permanent disability or an involuntary termination by the Company other than for cause (as defined in the award agreement) after the end of the first year of the performance period but prior to the end of the third year of the performance period, then the executive will be entitled to payment of a prorated number of PRUs based on the number of months in the three-year performance period during with the executive was employed by the Company, provided that the Company’s performance met at least the threshold level of non-GAAP EPS performance during the first year of the performance period.

In April 2012, the Compensation Committee revised the plan to provide for the payment of a cash severance benefit for our named executive officers equal to one times such officer’s base salary and target payout under the Executive Annual Incentive Plan applicable to such named executive officer in the circumstances described above (i.e., following a change in control of the Company after which the officer’s employment is terminated without cause or constructively terminated by the acquirer within 12 months after the change in control.)

Symantec Executive Severance Plan

In April 2012, the Compensation Committee adopted the Symantec Executive Severance Plan, effective as of April 30, 2012, to provide severance benefits to specified officers of Symantec, including our named executive officers. The executive officers must meet certain criteria in order to participate in the plan, including, among other criteria, (i) the executive officer was involuntarily terminated from active employment other than for cause (as defined in the plan); (ii) the executive officer was not terminated due to the sale of a business, part of a business, divestiture or spin-off and offered employment upon terms and conditions substantially identical to those in effect immediately prior to such sale, divestiture or spin-off; and (iii) the executive officer is not entitled to severance under any other plan, fund, program, policy, arrangement or individualized written agreement providing for severance benefits that is sponsored or funded by Symantec.

Under the terms of the plan, the executive officer will receive severance payments equal to one times the sum of his or her base salary in effect at the time of his or her involuntary termination. The executive officer will also receive a one-time bonus of $15,000, minus taxes and other legally required deductions. The executive officer is also entitled to receive six months of outplacement services, including counseling and guidance. The executive officer is solely responsible for all COBRA premiums for his or her continuation coverage.

In fiscal 2015, the Compensation Committee revised the plan to provide an additional payment equivalent to 75% of the executive officer’s prorated target incentive bonus under the Executive Annual Incentive Plan in effect for such fiscal year to the executive officer who was terminated in the second half of such fiscal year and was employed in good standing for a minimum of six (6) months prior to his or her termination date. This payment was added to standardize benefits to all of our executive officers and to be competitive with overall market practices.

Payment of severance payments, one-time bonus payment, outplacement services and 75% of the prorated target bonus under the Executive Annual Incentive Plan pursuant to the Symantec Executive Severance Plan is subject to the applicable executive officer returning a release of claims against Symantec.

 

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Michael A. Brown

The following table summarizes the value of the payouts to Mr. Brown pursuant to the Symantec Executive Retention Plan and the Symantec Executive Severance Plan, assuming a qualifying termination as of April 3, 2015:

 

     Severance
Pay
     COBRA
Premiums
     Option
Vesting
     RSU Vesting      PRU
Vesting
 

Involuntary Termination Because of Market Conditions or Division Performance

   $ 7,500,000                               $ 2,660,020   

Termination Without Cause or Constructive Termination Within 12 Months of a Change of Control

   $ 5,000,000       $ 35,910               $ 3,479,183       $ 7,980,059   

Termination Without Cause

   $ 7,500,000       $ 35,910                       $ 2,660,020   

Termination Due to Death or Disability

                           $ 3,479,183       $ 2,660,020   

Thomas J. Seifert

The following table summarizes the value of the payouts to Mr. Seifert pursuant to the Symantec Executive Retention Plan and the Symantec Executive Severance Plan, assuming a qualifying termination as of April 3, 2015:

 

     Severance
Pay
     COBRA
Premiums
     Option
Vesting
     RSU Vesting      PRU
Vesting
 

Involuntary Termination Because of Market Conditions or Division Performance

   $ 1,279,200                               $ 766,223   

Termination Without Cause or Constructive Termination Within 12 Months of a Change of Control

   $ 1,440,000                       $ 2,106,383       $ 2,298,692   

Termination Without Cause

   $ 1,279,200                               $ 766,223   

Termination Due to Death or Disability

                                   $ 766,223   

Balaji Yelamanchili

The following table summarizes the value of the payouts to Mr. Yelamanchili pursuant to the Symantec Executive Retention Plan and the Symantec Executive Severance Plan, assuming a qualifying termination as of April 3, 2015:

 

     Severance
Pay
     COBRA
Premiums
     Option
Vesting
     RSU Vesting      PRU
Vesting
 

Involuntary Termination Because of Market Conditions or Division Performance

   $ 981,700                                   

Termination Without Cause or Constructive Termination Within 12 Months of a Change of Control

   $ 1,575,000                       $ 5,200,358           

Termination Without Cause

   $ 981,700                                   

Termination Due to Death or Disability

                                       

 

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Scott C. Taylor

The following table summarizes the value of the payouts to Mr. Taylor pursuant to the Symantec Executive Retention Plan and the Symantec Executive Severance Plan, assuming a qualifying termination as of April 3, 2015:

 

     Severance
Pay
     COBRA
Premiums
     Option
Vesting
     RSU Vesting      PRU
Vesting
 

Involuntary Termination Because of Market Conditions or Division Performance

   $ 871,541                               $ 619,239   

Termination Without Cause or Constructive Termination Within 12 Months of a Change of Control

   $ 977,500                       $ 2,547,733       $ 1,857,765   

Termination Without Cause

   $ 871,541                               $ 619,239   

Termination Due to Death or Disability

                                   $ 619,239   

Francis C. Rosch

The following table summarizes the value of the payouts to Mr. Rosch pursuant to the Symantec Executive Retention Plan and the Symantec Executive Severance Plan, assuming a qualifying termination as of April 3, 2015:

 

     Severance
Pay
     COBRA
Premiums
     Option
Vesting
     RSU Vesting      PRU
Vesting
 

Involuntary Termination Because of Market Conditions or Division Performance

   $ 717,423                               $ 587,769   

Termination Without Cause or Constructive Termination Within 12 Months of a Change of Control

   $ 792,000               $ 12,625       $ 3,165,567       $ 1,763,353   

Termination Without Cause

   $ 717,423                               $ 587,769   

Termination Due to Death or Disability

                                   $ 587,769   

Former officer:

Stephen E. Gillett

The following table summarizes the value of payouts to Mr. Gillett in accordance with the Symantec Executive Retention Plan and the Symantec Executive Severance Plan in connection with his involuntary termination. He received a cash severance payment equal to one year’s annual base salary, 75% of his target FY15 Executive Annual Incentive Plan bonus, reimbursement of COBRA premiums for 12 months, and six months of outplacement services.

 

     Severance
Pay
     COBRA
Premiums
     Option
Vesting
     RSU
Vesting
     PRU Vesting  

Involuntary Termination

   $ 1,435,682       $ 22,901                       $ 1,079,767   

 

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Equity Compensation Plan Information

The following table gives information about Symantec’s common stock that may be issued upon the exercise of options, warrants and rights under all of Symantec’s existing equity compensation plans as of April 3, 2015:

 

     Equity Compensation Plan Information  

Plan Category

   Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
    Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
     Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))
 
     (a)     (b)      (c)  

Equity compensation plans approved by security holders

     29,408,792      $ 0.64         68,752,609 (1) 

Equity compensation plans not approved by security holders

     (2)                

Total

     29,408,792      $ 0.64         68,752,609   

 

(1) Represents 64,776 shares remaining available for future issuance under Symantec’s 2000 Director Equity Incentive Plan, 209,599 shares remaining available for future issuance under Symantec’s 2002 Executive Officer’s Stock Purchase Plan, 44,828,532 shares remaining available for future issuance under Symantec’s 2008 Employee Stock Purchase Plan and 23,649,702 shares remaining available for future issuance as stock options under Symantec’s 2013 Equity Incentive Plan.

 

(2) Excludes outstanding options to acquire 95,815 shares as of April 3, 2015 that were assumed as part of various acquisitions. The weighted average exercise price of these outstanding options was $9.04 as of April 3, 2015. In connection with these acquisitions, Symantec has only assumed outstanding options and rights, but not the plan themselves, and therefore, no further options may be granted under these acquired-company plans.

 

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Related-Person Transactions Policy and Procedures

Symantec has adopted a written related person transactions policy which provides for the Company’s policies and procedures regarding the identification, review, consideration and approval or ratification of “related person transactions.” The Nominating and Governance Committee reviews transactions that may be “related person transactions,” which are transactions between Symantec and any related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000, and in which the related person has or will have a direct or indirect material interest. For purposes of the policy, a related person is any Symantec executive officer, director, nominee for director, or stockholder holding more than 5% of any class of Symantec’s voting securities, in each case, since the beginning of the previous fiscal year, and their immediate family members.

Under the policy, absent any facts or circumstances indicating special or unusual benefits to the related person, the following transactions are deemed not to be “related person transactions” (meaning the related person is deemed to not have a direct or indirect material interest in the transaction):

 

   

compensation to executive officers determined by Symantec’s Compensation Committee;

 

   

any transaction with another company at which a related person is a director or an employee (other than an executive officer) if the aggregate amount involved does not exceed the greater of $2,000,000, or three percent of that company’s total annual gross revenues, provided that the transaction involves the purchase of either company’s goods and services and the transaction is subject to usual trade terms and is in the ordinary course of business and the related person is not involved in the negotiation of the transaction;

 

   

any compensation paid to a director if the compensation is required to be reported in Symantec’s proxy statement;

 

   

any transaction where the related person’s interest arises solely from the ownership of the Company’s common stock and all holders of the Company’s common stock received the same benefit on a pro rata basis;

 

   

any charitable contribution, grant or endowment by Symantec or the Symantec Foundation to a charitable organization, foundation or university at which a related person’s only relationship is as a director or an employee (other than an executive officer), if the aggregate amount involved does not exceed $120,000, or any non-discretionary matching contribution, grant or endowment made pursuant to a matching gift program;

 

   

any transaction where the rates or charges involved are determined by competitive bids;

 

   

any transaction involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; or

 

   

any transaction involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services.

Under the policy, members of Symantec’s legal department review transactions involving related persons that do not fall into one of the above categories. If they determine that a related person could have a significant interest in a transaction, the transaction is referred to the Nominating and Governance Committee. In addition, transactions may be identified through Symantec’s Code of Conduct or other Symantec policies and procedures, and reported to the Nominating and Governance Committee. The Nominating and Governance Committee determines whether the related person has a material interest in a transaction and may approve, ratify, rescind or take other action with respect to the transaction.

 

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REPORT OF THE AUDIT COMMITTEE

The information contained in the following report of Symantec’s Audit Committee is not considered to be “soliciting material,” “filed” or incorporated by reference in any past or future filing by Symantec under the Securities Exchange Act of 1934 or the Securities Act of 1933 unless and only to the extent that Symantec specifically incorporates it by reference.

The Audit Committee is comprised solely of independent directors, as defined by current NASDAQ listing standards, and operates under a written charter which was most recently amended by the Board on May 2, 2013. The Audit Committee oversees Symantec’s financial reporting process on behalf of the Board. Management has primary responsibility for the financial statements and the reporting process, including the systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee reviewed the audited financial statements that were included in Symantec’s Annual Report on Form 10-K for the fiscal year ended April 3, 2015 with management, including a discussion of the quality, not just the acceptability, of the accounting principles, the reasonableness of significant judgments, and the clarity of the disclosures in the financial statements.

The Audit Committee reviewed with Symantec’s independent registered public accounting firm, which is responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles, its judgments as to the quality, not just the acceptability, of Symantec’s accounting principles and discussed with the independent registered public accounting firm the matters required to be discussed by the Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 16 (Communications with Audit Committees). In addition, the Audit Committee has received and reviewed the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the registered public accounting firm’s communications with the Audit Committee concerning independence from management and Symantec, and has discussed with the independent registered public accounting firm the registered public accounting firm’s independence from management and Symantec.

The Audit Committee discussed with Symantec’s internal accountants and independent registered public accounting firm the overall scope and plans for their respective audits. The Audit Committee meets with the internal accountants and independent registered public accounting firm, with and without management present, to discuss the results of their examinations, their evaluations of Symantec’s internal controls, and the overall quality of Symantec’s financial reporting.

The Audit Committee also received the report of management contained in Symantec’s Annual Report on Form 10-K for the fiscal year ended April 3, 2015, as well as KPMG’s Report of Independent Registered Public Accounting Firm included in Symantec’s Annual Report on Form 10-K related to its audit of (i) the consolidated financial statements and financial statement schedule and (ii) the effectiveness of internal control over financial reporting. The Audit Committee continues to oversee Symantec’s efforts related to its internal control over financial reporting and management’s preparations for the evaluation in fiscal 2016.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board (and the Board has approved) that the audited financial statements be included in Symantec’s Annual Report on Form 10-K for the fiscal year ended April 3, 2015 for filing with the SEC.

By: The Audit Committee of the Board of Directors:

Frank E. Dangeard

Robert S. Miller (member through October 28, 2014)

Anita M. Sands

V. Paul Unruh (Chair)

Suzanne M. Vautrinot

 

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SYMANTEC CORPORATION

2015 ANNUAL MEETING OF STOCKHOLDERS

MEETING INFORMATION

 

 

Information About Solicitation and Voting

This proxy is solicited on behalf of the Board for use at the Annual Meeting to be held at Symantec’s offices located at 350 Ellis Street, Mountain View, California 94043 on Tuesday, November 3, 2015, at 9:00 a.m. (Pacific Time), and any adjournment or postponement thereof. We will provide a live and re-playable webcast of the Annual Meeting, which will be available on the events section of our investor relations website at www.symantec.com/invest.

About the Annual Meeting

What is the purpose of the Annual Meeting?

At our Annual Meeting, stockholders will act upon the proposals described in this proxy statement. In addition, following the meeting, management will report on the performance of Symantec and respond to questions from stockholders.

What proposals are scheduled to be voted on at the Annual Meeting?

Stockholders will be asked to vote on four proposals. The proposals are:

1.  Election to the Board of the nine nominees named in this proxy statement;

2.  Ratification of the appointment of KPMG as our independent registered public accounting firm for the 2016 fiscal year;

3.  An advisory vote to approve executive compensation; and

4.  To consider and vote upon a stockholder proposal, if properly presented at the meeting.

What is the recommendation of the Board on each of the proposals scheduled to be voted on at the Annual Meeting?

The Board recommends that you vote FOR each of the nominees to the Board (Proposal 1), FOR the ratification of the appointment of KPMG as our independent registered public accounting firm for the 2016 fiscal year (Proposal 2); FOR the approval of compensation to our named executive officers (Proposal 3); and AGAINST the stockholder proposal (Proposal 4).

Could other matters be decided at the Annual Meeting?

Our Bylaws require that we receive advance notice of any proposal to be brought before the Annual Meeting by stockholders of Symantec, and we have not received notice of any such proposals. If any other matter were to come before the Annual Meeting, the proxy holders appointed by the Board will have the discretion to vote on those matters for you.

Who can vote at the Annual Meeting?

Stockholders as of the record date for the Annual Meeting, September 4, 2015, are entitled to vote at the Annual Meeting. At the close of business on the record date, there were 679,201,543 shares of Symantec common stock outstanding and entitled to vote. Each share of common stock is entitled to vote on each matter properly brought before the meeting.

Stockholder of Record: Shares Registered in Your Name

If on September 4, 2015, your shares were registered directly in your name with our transfer agent, Computershare Investor Services, then you are considered the stockholder of record with respect to those shares. As a

 

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stockholder of record, you may vote at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to vote over the Internet or by telephone, or if you received paper proxy materials by mail, by filling out and returning the proxy card.

For questions regarding your stock ownership, you may contact our transfer agent, Computershare Investor Services, by email through their website at www.computershare.com/contactus or by phone at (877) 282-1168 (within the U.S. and Canada) or (781) 575-2879 (outside the U.S. and Canada).

Beneficial Owner: Shares Registered in the Name of a Broker or Nominee

If on September 4, 2015, your shares were held in an account with a brokerage firm, bank or other nominee, then you are the beneficial owner of the shares held in street name. As a beneficial owner, you have the right to direct your nominee on how to vote the shares held in your account, and it has enclosed or provided voting instructions for you to use in directing it on how to vote your shares. However, the organization that holds your shares is considered the stockholder of record for purposes of voting at the Annual Meeting. Because you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from the organization that holds your shares giving you the right to vote the shares at the Annual Meeting.

How do I vote?

If you are a stockholder of record, you may:

 

   

vote in person — we will provide a ballot to stockholders who attend the Annual Meeting and wish to vote in person;

 

   

vote via the Internet or via telephone — instructions are shown on your Notice of Internet Availability or proxy card; or

 

   

vote by mail — if you received a paper proxy card and voting instructions by mail, simply complete, sign and date the enclosed proxy card and return it before the Annual Meeting in the envelope provided.

Votes submitted via the Internet or by telephone must be received by 11:59 p.m., Eastern Time, on November 2, 2015. Submitting your proxy, whether via the Internet, by telephone or by mail if you received a paper proxy card, will not affect your right to vote at the Annual Meeting should you decide to attend the meeting.

If you are not the stockholder of record, please refer to the voting instructions provided by your nominee to direct it how to vote your shares.

Your vote is important. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure that your vote is counted. You may still attend the Annual Meeting if you have already voted by proxy.

What is the quorum requirement for the Annual Meeting?

A majority of our outstanding shares as of the record date must be present at the Annual Meeting in order to hold the meeting and conduct business. This presence is called a quorum. Your shares are counted as present at the Annual Meeting if you are present and vote in person at the meeting or if you have properly submitted a proxy.

How are abstentions and broker non-votes treated?

Abstentions (shares present at the meeting and voted “abstain”) are counted for purposes of determining whether a quorum is present, and have no effect on the election of directors. For the purpose of determining whether the stockholders have approved all other matters, abstentions have the same effect as an “against” vote.

Broker non-votes occur when shares held by a broker for a beneficial owner are not voted either because (i) the broker did not receive voting instructions from the beneficial owner, or (ii) the broker lacked discretionary

 

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authority to vote the shares. Broker non-votes are counted for purposes of determining whether a quorum is present, and have no effect on the matters voted upon. If you are a beneficial holder and do not provide specific voting instructions to your broker, the broker that holds your shares will not be authorized to vote your shares on any of the proposals, except for Proposal 2, ratification of the appointment of KPMG as our independent public accounting firm for the 2016 fiscal year. Accordingly, we encourage you to provide voting instructions to your broker, whether or not you plan to attend the Annual Meeting.

What is the vote required for each proposal?

The votes required to approve each proposal are as follows:

 

   

Proposal No. 1.    Each director must be elected by a majority of the votes cast, meaning the votes “FOR” a director must exceed the number of votes “AGAINST” a director.

 

   

Proposal Nos. 2, 3 and 4.    Approval of each of Proposals 2, 3 and 4 requires the affirmative “FOR” vote of a majority of the shares entitled to vote on these proposals at the Annual Meeting and present in person or represented by proxy.

What if I return a proxy card but do not make specific choices?

All proxies will be voted in accordance with the instructions specified on the proxy card. If you received a Notice of Internet Availability, please follow the instructions included on the notice on how to access your proxy card and vote over the Internet or by telephone. If you sign a physical proxy card and return it without instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares will be voted in accordance with the recommendations of our Board stated above.

If you do not vote and you hold your shares in street name, and your broker does not have discretionary power to vote your shares, your shares may constitute “broker non-votes” (as described above) and will not be counted in determining the number of shares necessary for approval of the proposals. However, shares that constitute broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting. Voting results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting.

Who is paying for this proxy solicitation?

Symantec is paying the costs of the solicitation of proxies. We have retained D.F. King & Co., Inc. to help us solicit proxies from brokers, bank nominees and other institutions for a fee of $9,500, plus reasonable out-of-pocket expenses. We will also reimburse brokerage firms and other persons representing beneficial owners of shares for their expenses in forwarding solicitation materials to such beneficial owners. In addition, our directors, officers, and other employees, without additional compensation, may solicit proxies personally or in writing, by telephone, e-mail, or otherwise. If you choose to access the proxy materials and/or vote over the Internet, you are responsible for any Internet access charges you may incur.

What does it mean if I receive more than one proxy card or Notice of Internet Availability?

If you receive more than one proxy card or Notice of Internet Availability, your shares are registered in more than one name or are registered in different accounts. To make certain all of your shares are voted, please follow the instructions included on the Notice of Internet Availability on how to access each proxy card and vote each proxy card over the Internet or by telephone. If you received paper proxy materials by mail, please complete, sign and return each proxy card to ensure that all of your shares are voted.

How can I change my vote after submitting my proxy?

You may change your vote or revoke your proxy at any time before your proxy is voted at the Annual Meeting. If you are a stockholder of record, you may change your vote or revoke your proxy by:

 

   

delivering to the Corporate Secretary of Symantec (by any means, including facsimile) a written notice stating that the proxy is revoked;

 

   

signing and delivering a proxy bearing a later date;

 

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voting again over the Internet or by telephone; or

 

   

attending and voting at the Annual Meeting (although attendance at the meeting will not, by itself, revoke a proxy).

Please note, however, that if you are a beneficial owner and you wish to change or revoke your proxy, you may change your vote by submitting new voting instructions to your broker, bank or other nominee or, if you have obtained a legal proxy from your broker, bank or other nominee giving you the right to vote your shares at the Annual Meeting, by attending the Annual Meeting and voting in person.

How can I get electronic access to the proxy materials?

The Notice of Internet Availability will provide you with instructions regarding how to:

 

   

view our proxy materials for the Annual Meeting over the Internet; and

 

   

instruct us to send our future proxy materials to you electronically by email.

Choosing to receive your future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings of stockholders on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.

Where can I find the voting results?

The preliminary voting results will be announced at the Annual Meeting and posted on our website at www.symantec.com/invest. The final results will be tallied by the inspector of elections and filed with the U.S. Securities and Exchange Commission in a current report on Form 8-K within four business days of the Annual Meeting.

ADDITIONAL INFORMATION

Stockholder Proposals for the 2016 Annual Meeting

Requirements for Stockholder Proposals to be Brought Before an Annual Meeting.    Symantec’s Bylaws provide that, for stockholder nominations to the Board or other proposals to be considered at an annual meeting, the stockholder must give timely notice thereof in writing to the Corporate Secretary at Symantec Corporation, 350 Ellis Street, Mountain View, California 94043, Attn: Corporate Secretary.

To be timely for the 2016 Annual Meeting of Stockholders, a stockholder’s notice must be delivered to or mailed and received by our Corporate Secretary at our principal executive offices between July 6, 2016 and August 5, 2016. A stockholder’s notice to the Corporate Secretary must set forth as to each matter the stockholder proposes to bring before the annual meeting the information required by Symantec’s Bylaws.

Requirements for Stockholder Proposals to be Considered for Inclusion in Our Proxy Materials.    Stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act and intended to be presented at Symantec’s 2016 annual meeting must be received by us not later than May 17, 2016 in order to be considered for inclusion in Symantec’s proxy materials for that meeting.

 

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Available Information

Symantec will mail without charge, upon written request, a copy of Symantec’s Annual Report on Form 10-K for fiscal year 2015, including the financial statements, schedule and list of exhibits, and any exhibit specifically requested. Requests should be sent to:

Symantec Corporation

350 Ellis Street

Mountain View, California 94043

Attn: Investor Relations

The Annual Report is also available at www.symantec.com.

“Householding” — Stockholders Sharing the Same Last Name and Address

The SEC has adopted rules that permit companies and intermediaries (such as brokers) to implement a delivery procedure called “householding.” Under this procedure, multiple stockholders who reside at the same address may receive a single copy of our annual report and proxy materials, including the Notice of Internet Availability, unless the affected stockholder has provided contrary instructions. This procedure reduces printing costs and postage fees, and helps protect the environment as well.

This year, a number of brokers with account holders who are Symantec stockholders will be “householding” our annual report and proxy materials, including the Notice of Internet Availability. A single Notice of Internet Availability and, if applicable, a single set of annual report and other proxy materials will be delivered to multiple stockholders sharing an address unless contrary instructions have been received from the affected stockholders. Once you have received notice from your broker that it will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. Stockholders may revoke their consent at any time by contacting Broadridge ICS, either by calling toll-free (800) 542-1061, or by writing to Broadridge ICS, Householding Department, 51 Mercedes Way, Edgewood, New York, 11717.

Upon written or oral request, Symantec will promptly deliver a separate copy of the Notice of Internet Availability and, if applicable, annual report and other proxy materials to any stockholder at a shared address to which a single copy of any of those documents was delivered. To receive a separate copy of the Notice of Internet Availability and, if applicable, annual report and other proxy materials, you may write or call Symantec’s Investor Relations department at 350 Ellis Street, Mountain View, California 94043, Attn: Investor Relations, telephone number (650) 527-5523.

Any stockholders who share the same address and currently receive multiple copies of Symantec’s Notice of Internet Availability or annual report and other proxy materials who wish to receive only one copy in the future can contact their bank, broker or other holder of record to request information about householding or Symantec’s Investor Relations department at the address or telephone number listed above.

OTHER MATTERS

The Board does not presently intend to bring any other business before the meeting and, so far as is known to the Board, no matters are to be brought before the meeting except as specified in the notice of the meeting. As to any business that may arise and properly come before the meeting, however, it is intended that proxies, in the form enclosed, will be voted in respect thereof in accordance with the judgment of the persons voting such proxies.

 

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LOGO

SYMANTEC CORPORATION

350 ELLIS STREET

MOUNTAIN VIEW, CA 94043

ATTN: CORPORATE SECRETARY

   

VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

 

ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

 

VOTE BY PHONE - 1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions.

 

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

 

 

 

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

KEEP THIS PORTION FOR YOUR RECORDS

 

  DETACH AND RETURN THIS PORTION ONLY

THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

 

                                                                   

LOGO  

    The Board of Directors recommends you vote FOR the following:                              
   

 

1.

 

 

Election of Directors

     

 

For

 

 

Against

 

 

Abstain

                     
   

 

1a.

 

1b.

 

1c.

 

1d.

 

1e.

 

1f.

 

1g.

 

1h.

 

1i.

 

 

Michael A. Brown

 

Frank E. Dangeard

 

Geraldine B. Laybourne

 

David L. Mahoney

 

Robert S. Miller

 

Anita M. Sands

 

Daniel H. Schulman

 

V. Paul Unruh

 

Suzanne M. Vautrinot

     

 

¨

 

¨

 

¨

 

¨

 

¨

 

¨

 

¨

 

¨

 

¨

 

 

¨

 

¨

 

¨

 

¨

 

¨

 

¨

 

¨

 

¨

 

¨

 

 

¨

 

¨

 

¨

 

¨

 

¨

 

¨

 

¨

 

¨

 

¨

                   
                      For   Against   Abstain    
                   

 

3

 

 

Advisory vote to approve executive compensation.

 

 

¨

 

 

¨

 

 

¨

   
                   

 

The Board of Directors recommends you vote AGAINST the following proposal:

   

 

For

 

 

Against

 

 

Abstain

   
                   

 

4

 

 

Stockholder proposal regarding the formation of an International Policy Committee, if properly presented at the meeting.

 

 

¨

 

 

¨

 

 

¨

   
                   

 

NOTE: Such other business as may properly come before the meeting or any adjournment thereof.

           
                                   
                             
   

 

The Board of Directors recommends you vote FOR proposals 2 and 3.

      For   Against   Abstain              
   

 

2

 

 

Ratification of the appointment of KPMG LLP as

   

 

¨

 

 

¨

 

 

¨

             
     

our independent registered public accounting

firm for the 2016 fiscal year.

                     
   

 

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.