def14a
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 þ
Filed by a Party other than the Registrant o
Check the appropriate box:
|
|
|
o |
|
Preliminary Proxy Statement |
o |
|
Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
þ |
|
Definitive Proxy Statement |
o |
|
Definitive Additional Materials |
o |
|
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)
Payment of Filing Fee (Check the appropriate box):
þ |
|
No fee required. |
|
o |
|
Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
|
1) |
|
Title of each class of securities to which transaction applies: |
|
|
|
|
|
|
|
2) |
|
Aggregate number of securities to which transaction applies: |
|
|
|
|
|
|
|
3) |
|
Per unit price or other underlying value of transaction computed pursuant to
Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and
state how it was determined): |
|
|
|
|
|
|
|
4) |
|
Proposed maximum aggregate value of transaction: |
|
|
|
|
|
|
|
5) |
|
Total fee paid: |
|
|
|
|
|
o |
|
Fee paid previously with preliminary materials. |
|
o |
|
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the form or schedule and the date of
its filing. |
|
1) |
|
Amount Previously Paid: |
|
|
|
|
|
|
|
2) |
|
Form, Schedule or Registration Statement No.: |
|
|
|
|
|
|
|
3) |
|
Filing Party: |
|
|
|
|
|
|
|
4) |
|
Date Filed: |
|
|
|
|
|
20330 Stevens Creek Blvd.
Cupertino, California 95014
NOTICE OF 2009 ANNUAL MEETING
OF STOCKHOLDERS
To be held on:
September 23,
2009
9:00 a.m. Pacific
Time
Dear Stockholder:
You are cordially invited to attend our 2009 Annual Meeting of
Stockholders, which will be held at 9:00 a.m. (Pacific
time) on Wednesday, September 23, 2009, at Symantec
Corporations 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 ten nominees named in the proxy statement
to Symantecs Board of Directors, each to hold office until
the next annual meeting of stockholders and until his or her
successor is elected and qualified or until his or her earlier
resignation or removal;
2. To ratify the selection of KPMG LLP as Symantecs
independent registered public accounting firm for the 2010
fiscal year;
3. To consider and vote upon one stockholder proposal, if
properly presented at the meeting; and
4. To transact such other business as may properly come
before the meeting or any adjournment or postponement thereof.
Only stockholders of record as of the close of business on
July 27, 2009 are entitled to notice and to 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
(408) 517-8324.
We are pleased to continue our practice of furnishing proxy
materials over the Internet. We believe doing so allows us to
provide our stockholders with the information they need, while
lowering the costs of the delivery of the materials and reducing
the environmental impact of printing and mailing hard copies.
Stockholders who continue to receive hard copies of proxy
materials may help us to reduce costs further by opting to
receive future proxy materials by
e-mail.
Each share of stock that you own represents one vote, and your
vote as a stockholder of Symantec is very important. For
questions regarding your stock ownership, you may contact
Investor Relations at
(408) 517-8324
or, if you are a registered holder, 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).
BY ORDER OF THE BOARD OF DIRECTORS
Scott C. Taylor
Executive Vice President, General
Counsel and Secretary
Cupertino, California
July 31, 2009
Every stockholder vote is important. To assure that your
shares are represented at the Annual Meeting, please vote over
the Internet or by telephone, whether or not you plan to attend
the meeting. If you received a paper proxy card and voting
instructions by mail, you may vote your shares by completing,
dating and signing the enclosed proxy and mailing it promptly in
the postage-paid envelope provided, whether or not you plan to
attend the meeting. You may revoke your proxy at any time before
it is voted.
INTERNET
AVAILABILITY OF PROXY MATERIALS
Under rules adopted by the U.S. Securities and Exchange
Commission (the SEC), we are furnishing proxy
materials to our stockholders primarily via the Internet,
instead of mailing printed copies of those materials to each
stockholder. On or about August 12, 2009, 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 (Notice of Internet Availability)
containing instructions on how to access our proxy materials,
including our proxy statement and our annual report. The Notice
of Internet Availability also instructs you on how to access
your proxy card to vote through the Internet or by telephone.
This process is designed to expedite stockholders receipt
of proxy materials, lower the cost of the annual meeting, and
help conserve natural resources. If you previously elected to
receive our proxy materials electronically, you will continue to
receive these materials via
e-mail
unless you elect otherwise. However, if you would prefer to
receive printed proxy materials, please follow the instructions
included in the Notice of Internet Availability.
TABLE OF
CONTENTS
|
|
|
|
|
|
|
Page
|
|
|
|
|
1
|
|
|
|
|
1
|
|
|
|
|
1
|
|
|
|
|
5
|
|
|
|
|
5
|
|
|
|
|
5
|
|
|
|
|
5
|
|
|
|
|
6
|
|
|
|
|
7
|
|
|
|
|
7
|
|
|
|
|
7
|
|
|
|
|
8
|
|
|
|
|
9
|
|
|
|
|
9
|
|
|
|
|
9
|
|
|
|
|
9
|
|
|
|
|
10
|
|
|
|
|
10
|
|
|
|
|
11
|
|
|
|
|
11
|
|
|
|
|
13
|
|
|
|
|
16
|
|
|
|
|
16
|
|
|
|
|
17
|
|
|
|
|
18
|
|
|
|
|
18
|
|
|
|
|
18
|
|
|
|
|
19
|
|
|
|
|
21
|
|
|
|
|
21
|
|
|
|
|
23
|
|
|
|
|
25
|
|
|
|
|
26
|
|
|
|
|
27
|
|
|
|
|
27
|
|
|
|
|
38
|
|
|
|
|
38
|
|
|
|
|
39
|
|
|
|
|
39
|
|
|
|
|
41
|
|
|
|
|
42
|
|
|
|
|
43
|
|
|
|
|
44
|
|
|
|
|
48
|
|
|
|
|
48
|
|
|
|
|
48
|
|
|
|
|
49
|
|
|
|
|
50
|
|
|
|
|
50
|
|
|
|
|
50
|
|
|
|
|
50
|
|
|
|
|
51
|
|
SYMANTEC
CORPORATION
2009 ANNUAL MEETING OF STOCKHOLDERS
PROXY
STATEMENT
Information
About Solicitation and Voting
The accompanying proxy is solicited on behalf of Symantec
Corporations Board of Directors (the Board)
for use at Symantecs 2009 Annual Meeting of Stockholders
(the Annual Meeting) to be held at Symantecs
offices located at 350 Ellis Street, Mountain View, California
94043 on Wednesday, September 23, 2009, at 9:00 a.m.
(Pacific time), and any adjournment or postponement thereof. The
Company 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.
On or about August 12, 2009, we expect to send most of our
stockholders a Notice of Internet Availability containing
instructions on how to access proxy materials, including this
proxy statement and our annual report for our 2009 fiscal year.
Stockholders who previously requested paper delivery will
receive the proxy materials by mail, which we also expect to
mail on or about August 12, 2009. The Notice of Internet
Availability provides instructions on how to access the proxy
card and vote over the Internet or by telephone. This proxy
statement contains important information for you to consider
when deciding how to vote on the matters brought before the
Annual Meeting. Please read it carefully.
About the
Annual Meeting
|
|
|
Q. 1. |
|
What is the purpose of the Annual Meeting? |
|
A: |
|
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. |
|
Q. 2. |
|
What proposals are scheduled to be voted on at the
meeting? |
|
A: |
|
Stockholders will be asked to vote on three proposals. The
proposals are: |
|
|
|
Proposal No. 1: To elect the ten nominees
named in the proxy statement to the Board, each to hold office
until the next annual meeting of stockholders and until his or
her successor is elected and qualified or until his or her
earlier resignation or removal.
|
|
|
|
Proposal No. 2: To ratify the selection of
KPMG LLP (KPMG) as Symantecs independent
registered public accounting firm for the 2010 fiscal year.
|
|
|
|
Proposal No. 3: To consider and vote upon
a stockholder proposal regarding special stockholder meetings,
if properly presented at the meeting.
|
|
Q. 3. |
|
Could other matters be decided at the Annual Meeting? |
|
A: |
|
We do not know of any matters to be raised at the Annual Meeting
other than those referred to in this proxy statement, and our
Bylaws require that we receive advance notice of any proposal to
be brought before the Annual Meeting by stockholders of
Symantec. If any other matter were to come before the Annual
Meeting, the proxy holders appointed by the Board intend to vote
the proxies in accordance with their best judgment. |
|
|
|
The Chairman of the Annual Meeting may refuse to allow the
transaction of any business, or to acknowledge the nomination of
any person, not made in compliance with our Bylaws. |
|
|
|
Q. 4. |
|
What is the recommendation of the Board on each of the
proposals scheduled to be voted on at the meeting? |
|
A: |
|
The Board recommends that you vote FOR each of the
nominees to the Board (Proposal 1), FOR the
ratification of the selection of KPMG as Symantecs
independent registered public accounting firm for the 2010
fiscal year (Proposal 2); and AGAINST the
stockholder proposal regarding special stockholder meetings
(Proposal 3). |
|
Q. 5. |
|
Who can vote at the Annual Meeting? |
|
A: |
|
Stockholders as of the record date for the meeting,
July 27, 2009, are entitled to vote at the meeting. At the
close of business on the record date, there were outstanding and
entitled to vote 814,404,652 shares of Symantec common
stock. |
|
|
|
Stockholder of Record: Shares Registered in Your
Name |
|
|
|
If on July 27, 2009, 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, and these proxy materials are being
sent directly to you by Broadridge ICS on our behalf. As a
stockholder of record, you may vote in person at the meeting or
vote by proxy. Whether or not you plan to attend the 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. |
|
|
|
Beneficial Owner: Shares Registered in the Name of a
Broker or Nominee |
|
|
|
If on July 27, 2009, 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, and these
proxy materials are being forwarded to you by that organization.
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 meeting.
Because you are not the stockholder of record, you may not vote
your shares in person at the 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 meeting. |
|
Q. 6. |
|
How do I vote? |
|
A: |
|
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
in order to do so, please follow the instructions 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
meeting in the envelope provided.
|
|
|
|
Votes submitted via the Internet or by telephone must be
received by 11:59 p.m., Eastern time, on September 22,
2009. 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 in person 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. |
|
|
|
You may either vote For all of the nominees to the
Board, or you may withhold your vote from any nominee you
specify. For any other matter to be voted on, you may vote
For or Against or Abstain
from voting. |
|
|
|
Your vote is important. Whether or not you plan to attend the
meeting, we urge you to vote by proxy to ensure that your vote
is counted. You may still attend the meeting in person if you
have already voted by proxy. |
2
|
|
|
Q. 7. |
|
How many votes do I have? |
|
A: |
|
You are entitled to one vote for each share of Symantec common
stock held as of July 27, 2009, the record date. |
|
Q. 8. |
|
What is the quorum requirement for the meeting? |
|
A: |
|
A majority of our outstanding shares as of the record date must
be present at the meeting in order to hold the meeting and
conduct business. This presence is called a quorum. Your shares
are counted as present at the meeting if you are present and
vote in person at the meeting or if you have properly submitted
a proxy. |
|
|
|
Abstentions (i.e., if you or your broker mark
ABSTAIN on a proxy card) and broker
non-votes will be considered to be shares present at the
meeting for purposes of determining whether a quorum is present.
Broker non-votes occur when shares held by a broker for a
beneficial owner are not voted with respect to a particular
proposal and generally occur because: (1) the broker does
not receive voting instructions from the beneficial owner and
(2) the broker lacks discretionary authority to vote the
shares. Banks and brokers do not have discretionary authority to
vote on their clients behalf on non-routine
proposals. |
|
|
|
For the purpose of determining whether stockholders have
approved a particular proposal, abstentions are treated as
shares present or represented and voting. Broker non-votes are
not counted or deemed to be present or represented for the
purpose of determining whether stockholders have approved a
particular proposal, though they are counted toward the presence
of a quorum as discussed above. See Q.9 below for additional
discussion of the effect of abstentions and broker non-votes. |
|
Q. 9. |
|
What is the vote required for each proposal? |
|
A: |
|
The votes required to approve each proposal are as follows: |
|
|
|
Proposal No. 1 (Election of
Directors). Directors will be elected by a
plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote in the
election of directors. Abstentions and broker non-votes are not
taken into account in determining the outcome of the election of
directors.
|
|
|
|
Proposal Nos. 2 and
3. Approval of each of Proposals 2 and 3
requires the affirmative vote by holders of at least a majority
of the shares of Symantec common stock entitled to vote thereon
who attend the meeting in person or are represented at the
meeting by proxy. Abstentions will have the effect of a vote
against each such proposal, while broker non-votes will not be
taken into account in determining the outcome of the vote on
these proposals.
|
|
Q. 10. |
|
What if I return a proxy card but do not make specific
choices? |
|
A: |
|
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 meeting, your shares will
be voted in accordance with the recommendations of our Board
stated in Q.4 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
(described in Q.8 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
meeting. Voting results will be tabulated and certified by the
inspector of elections appointed for the meeting. |
|
Q. 11. |
|
Who is paying for this proxy solicitation? |
|
A: |
|
The expenses of soliciting proxies will be paid by Symantec.
Following the original mailing of the proxies and other
soliciting materials, Symantec and its agents may solicit
proxies by mail, electronic mail, telephone, facsimile, by other
similar means, or in person. Symantec has retained a proxy
solicitation firm, Georgeson Shareholder Communications, Inc.,
to aid it in the solicitation process. Symantec will pay
Georgeson a fee equal to $12,000, plus expenses. Our directors,
officers, and other employees, without additional compensation,
may also solicit proxies personally or in writing, by telephone,
e-mail, or
otherwise. Following the original mailing of the proxies and
other soliciting materials, Symantec will request brokers,
custodians, nominees and other record holders to forward copies
of the proxy and other |
3
|
|
|
|
|
soliciting materials to persons for whom they hold shares and to
request authority for the exercise of proxies. In such cases,
Symantec, upon the request of the record holders, will reimburse
such holders for their reasonable expenses. 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. |
|
Q. 12. |
|
What does it mean if I receive more than one proxy card or
Notice of Internet Availability? |
|
A: |
|
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. |
|
Q. 13. |
|
How can I change my vote after submitting my proxy? |
|
A: |
|
A stockholder who has given a proxy may revoke it at any time
before it is exercised at the meeting 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;
|
|
|
|
voting again over the Internet or by telephone; or
|
|
|
|
attending the meeting and voting in person (although
attendance at the meeting will not, by itself, revoke a proxy).
|
|
|
|
Please note, however, that if your shares are held of record by
a broker, bank or other nominee and you wish to revoke a proxy,
you must contact that firm to revoke any prior voting
instructions. Also, if your shares are held of record by a
broker, bank or other nominee and you wish to vote at the
meeting, you must bring to the meeting a letter from the broker,
bank or other nominee confirming your beneficial ownership of
the shares to be voted. |
|
Q. 14. |
|
Why did I receive a one-page notice in the mail regarding the
Internet availability of proxy materials this year instead of a
full set of proxy materials? |
|
A: |
|
Pursuant to rules adopted by the SEC, we have provided access to
our proxy materials over the Internet. Accordingly, we are
sending a Notice of Internet Availability to our stockholders of
record and beneficial owners. All stockholders will have the
ability to access the proxy materials on the website referred to
in the Notice of Internet Availability or request to receive a
printed set of the proxy materials. Instructions on how to
access the proxy materials over the Internet or to request a
printed copy may be found on the Notice of Internet
Availability. In addition, stockholders may request to receive
proxy materials in printed form by mail or electronically by
email on an ongoing basis. |
|
Q. 15. |
|
How can I get electronic access to the proxy materials? |
|
A: |
|
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. |
|
Q. 16. |
|
Where can I find the voting results? |
|
A: |
|
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 published in our
quarterly report on
Form 10-Q
for the second quarter of fiscal year 2010. |
4
CORPORATE
GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE
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 Standards
Our Corporate Governance Standards generally specify the
distribution of rights and responsibilities of 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
the Company, including selection of key management; and
management is responsible for running the day-to-day operations
of the Company.
Our Corporate Governance Standards 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 Standards 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
standards is the independent nature of our Board and its
responsibility to our stockholders.
Board
Independence
Through its continued listing requirements for companies with
securities listed on the NASDAQ Global Select Market, the NASDAQ
Stock Market (NASDAQ) requires that a majority of
the members of our Board be independent, as defined under
NASDAQs Marketplace Rules. Currently, each member of our
Board, other than our Chief Executive Officer, Enrique Salem and
our Chairman of the Board, John W. Thompson, is an independent
director and all standing committees of the Board are composed
entirely of independent directors, in each case under
NASDAQs 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, as further required by NASDAQ rules, the Board has
made a subjective determination as to 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 the Company with regard to each
directors 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 directors are
independent: Michael A. Brown, William T. Coleman, Frank E.
Dangeard, Geraldine B. Laybourne, David L. Mahoney, Robert S.
Miller, Daniel H. Schulman, and V. Paul Unruh.
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. After each regularly scheduled Board
meeting, the independent members of our Board hold a separate
closed meeting, referred to as an executive session,
which is generally led by the Lead Independent Director. These
executive sessions are used to discuss such topics as the
independent directors deem necessary or appropriate. At least
annually, the independent directors will hold an executive
session to evaluate the Chief Executive Officers
performance and compensation.
The Board held a total of eight meetings during the fiscal year
ended April 3, 2009. During this time, only one director,
George Reyes, 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).
Mr. Reyes resigned from the Board in February 2009.
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 is
important to the issues to be
5
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.
|
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, and are provided full access to our officers and
employees.
The Lead Independent Director of the Board is chosen by the
independent directors of the Board, and has the general
responsibility to preside at all meetings of the Board when the
Chairman is not present and executive sessions of the Board
without management present. Mr. Miller has served as the
Lead Independent Director since April 22, 2003.
An evaluation of Board operations and performance is conducted
annually by the Nominating and Governance Committee to enhance
Board effectiveness. Changes are recommended by the Nominating
and Governance Committee for approval by the full Board as
appropriate.
Code of
Conduct and Code of Ethics
We have adopted a code of conduct that applies to all Symantec
employees, officers and directors. 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, which is located at
www.symantec.com/invest, by clicking on Company
Charters, under Corporate Governance. We
intend to post or disclose at that location any amendments to or
waivers from any provision of our Code of Conduct and
Code of Ethics for Chief Executive Officer and Senior
Financial Officers that both applies to any of our executive
officers or directors and relates to any element of the code of
ethics, as defined under Item 406 of
Regulation S-K.
6
BOARD
COMMITTEES AND THEIR FUNCTIONS
There are three primary committees of the Board: the Audit
Committee, Compensation 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 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.
Audit
Committee
|
|
|
Members: |
|
Frank E. Dangeard (appointed in May 2009)
David L. Mahoney
Robert S. Miller
V. Paul Unruh (Chair) |
|
Number of Meetings in Fiscal Year 2009: |
|
8 |
|
Independence: |
|
Each member is an independent director as defined by current
NASDAQ listing standards for Audit Committee membership. |
|
Functions: |
|
To oversee our 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 and compensation of
our independent registered public accounting firm; |
|
|
|
To review and evaluate the independence and performance of our
independent registered public accounting firm; and |
|
|
|
To facilitate communication among our independent registered
public accounting firm, our financial and senior management and
our Board. |
|
Financial Experts: |
|
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 SEC rules and
regulations. 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
Committee
|
|
|
Members: |
|
Michael A. Brown
William T. Coleman
Geraldine B. Laybourne
David L. Mahoney
Daniel H. Schulman (Chair) |
|
Number of Meetings in Fiscal Year 2009: |
|
7 |
|
Independence: |
|
Each member is an independent director as defined by current
NASDAQ listing standards. |
7
|
|
|
Functions: |
|
To review and recommend to the independent directors of our
Board all compensation arrangements for our Chief Executive
Officer; |
|
|
|
To review and approve all compensation arrangements for our
other executive officers; |
|
|
|
To review the overall strategy for employee compensation; |
|
|
|
To administer our equity incentive plans; |
|
|
|
To review and recommend to the Board compensation for
non-employee members of the Board; and |
|
|
|
To review and discuss with management the Companys
disclosures under the caption Compensation Discussion and
Analysis for use in our proxy statements and reports filed
with the SEC. |
The Compensation Committee retains Mercer, an outside consulting
firm, to provide advice and ongoing recommendations on executive
compensation matters. The Compensation Committee consulted with
Mercer on certain executive compensation matters during fiscal
year 2009. As the Compensation Committee requested and to assist
the Compensation Committee as it made decisions with respect to
compensation matters, Mercer provided certain qualitative and
quantitative information regarding compensatory practices in the
market for executive talent, analyzed existing Symantec
executive compensation arrangements, and was available to the
Compensation Committee to provide technical and other
information it requested in connection with performing its
function throughout the fiscal year 2009. Mercers role
during fiscal year 2009 is further discussed in the Compensation
Discussion & Analysis section (beginning on
page 27).
Nominating
and Governance Committee
|
|
|
Members: |
|
Michael A. Brown (Chair)
Frank E. Dangeard
Robert S. Miller
Daniel H. Schulman
V. Paul Unruh |
|
Number of Meetings in Fiscal Year 2009: |
|
4 |
|
Independence: |
|
Each member is an independent director as defined by current
NASDAQ listing standards. |
|
Functions: |
|
To identify, consider and nominate candidates for membership on
our Board; |
|
|
|
To develop, recommend and evaluate corporate governance
standards and a code of business conduct and ethics applicable
to our Company; |
|
|
|
To implement and oversee a process for evaluating our Board,
Board committees (including the Nominating and Governance
Committee) and oversee our Boards evaluation of our Chief
Executive Officer; |
|
|
|
To make recommendations regarding the structure and composition
of our Board and Board committees; and |
|
|
|
To advise the Board on corporate governance matters. |
8
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 goal of the Nominating and Governance Committee is to
assemble a Board that offers a variety of perspectives,
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 Nominating and Governance
Committee has generally identified nominees based upon
suggestions by outside directors, management and executive
recruiting firms.
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.
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
candidates integrity, business acumen, diversity,
availability, independence of thought, and overall ability to
represent the interests of Symantecs 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. 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 years annual meeting of stockholders,
submissions by stockholders must be submitted by mail and must
be received by the Corporate Secretary no later than
April 14, 2010 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 years annual meeting is
described in this proxy statement under Additional
Information Stockholder Proposals for the 2010
Annual Meeting.
9
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
20330 Stevens Creek Boulevard
Cupertino, California 95014
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 Symantecs policy regarding accounting
complaints and concerns.
Attendance
of Board Members at Annual Meetings
The Board does not have a formal policy with respect to Board
member attendance at our annual meetings of stockholders, as
historically very few stockholders have attended our annual
meeting of stockholders. Four directors attended our 2008 Annual
Meeting of Stockholders in person or by telephone.
10
PROPOSAL NO. 1
ELECTION
OF DIRECTORS
Our Board consists of ten directors, each of whom is nominated
for election at the Annual Meeting, including eight independent
directors, one member of our senior management and our former
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 ten persons to serve as
directors for the term beginning at the Annual Meeting on
September 23, 2009: Michael A. Brown, William T. Coleman,
Frank E. Dangeard, Geraldine B. Laybourne, David L. Mahoney,
Robert S. Miller, Enrique Salem, Daniel H. Schulman, John
W. Thompson and V. Paul Unruh.
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
July 3, 2009, and other information about each nominee is
shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
Nominee
|
|
Age
|
|
Principal Occupation
|
|
Since
|
|
John W. Thompson
|
|
|
60
|
|
|
Chairman of the Board of Directors
|
|
|
1999
|
|
Michael A. Brown
|
|
|
50
|
|
|
Director
|
|
|
2005
|
|
William T. Coleman
|
|
|
61
|
|
|
Founder, Chairman of the Board and Chief Executive Officer,
Cassatt Corporation
|
|
|
2003
|
|
Frank E. Dangeard
|
|
|
51
|
|
|
Managing Partner, Harcourt
|
|
|
2007
|
|
Geraldine B. Laybourne
|
|
|
62
|
|
|
Founder and Former Chairman and Chief Executive Officer, Oxygen
Media
|
|
|
2008
|
|
David L. Mahoney
|
|
|
55
|
|
|
Director
|
|
|
2003
|
|
Robert S. Miller
|
|
|
67
|
|
|
Executive Chairman, Delphi Corporation
|
|
|
1994
|
|
Enrique Salem
|
|
|
43
|
|
|
President and Chief Executive Officer
|
|
|
2009
|
|
Daniel H. Schulman
|
|
|
51
|
|
|
Chief Executive Officer, Virgin Mobile USA
|
|
|
2000
|
|
V. Paul Unruh
|
|
|
60
|
|
|
Director
|
|
|
2005
|
|
Mr. Thompson has served as Chairman of the Board
since April 1999. Before retiring in April 2009,
Mr. Thompson served as our Chief Executive Officer from
April 1999 to April 2009 and as President from April 1999 to
January 2002. Mr. Thompson joined Symantec after
28 years at International Business Machines Corporation
(IBM), a global information technology company,
where he held senior executive positions in sales, marketing and
software development. He last served as a general manager of IBM
Americas and a member of the companys Worldwide Management
Council. Mr. Thompson is a member of the board of directors
of Seagate Technology, Inc. and United Parcel Service, Inc.
Mr. Brown was appointed to the Board in July 2005
following the acquisition of Veritas. Mr. Brown had served
on the Veritas board of directors since 2003. Mr. Brown is
currently the Chairman of Line 6, Inc., a provider of musical
instruments, amplifiers and audio gear that incorporate digital
signal processing. 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
11
Board from 1998 to 2003. Mr. Brown is a member of the board
of directors of Quantum Corporation, Nektar Therapeutics and two
private companies.
Mr. Coleman was appointed to the Board in January
2003. He was a founder, the Chairman of the Board and Chief
Executive Officer of Cassatt Corporation, a provider of
solutions to automate information technology operations, from
August 2003 to June 2009. Previously Mr. Coleman was
co-founder of BEA Systems, Inc., an enterprise application and
service infrastructure software provider, where he served as
Chairman of the Board from that companys inception in 1995
until August 2002, Chief Strategy Officer from October 2001 to
August 2002, and Chief Executive Officer from 1995 to October
2001. Mr. Coleman is a member of the board of directors of
Palm, Inc.
Mr. Dangeard was appointed to the Board in 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 Senior Executive Vice President 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 Moser Baer, Électricité de
France and Sonaecom SGPA. He is also non-executive Chairman of
Atari. He graduated from the École des Hautes Études
Commerciales, the Paris Institut dÉtudes Politiques
and from the Harvard Law School.
Ms. Laybourne was appointed to the Board in January
2008. 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 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.
Ms. Laybourne also serves on the boards of Electronic Arts,
Inc. and Move, Inc.
Mr. Mahoney was appointed to the Board in 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
Corcept Therapeutics Incorporated, and several private and
non-profit organizations.
Mr. Miller was appointed to the Board in September
1994. Since January 2007, Mr. Miller has served as
Executive Chairman of Delphi Corporation, an auto parts supplier
and from July 2005 until January 2007, as Chairman and Chief
Executive Officer. 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 Moguls top executive in September
2000. Delphi Corporation and certain of its subsidiaries filed
voluntary petitions for reorganization under the United States
Bankruptcy Code in October 2005, and Federal Mogul Corporation
and Bethlehem Steel Corporation and certain of their
subsidiaries, filed voluntary petitions for reorganization under
the United States Bankruptcy Code in October 2001.
Mr. Miller is a member of the board of directors of UAL
Corporation, AIG, Dephi Corporation and two private companies.
Mr. Salem was appointed to the Board in April
2009. Mr. Salem has served as our President and
Chief Executive Officer since April 2009. From January 2008 to
April 2009, Mr. Salem served as our Chief Operating
Officer, and as Group President, Worldwide Sales and Marketing
from April 2007 to January 2008. From May 2006 to April 2007,
Mr. Salem served as our Group President, Consumer Products.
Mr. Salem previously served as Senior Vice President,
Consumer Products and Solutions from February 2006 to May 2006,
Senior Vice President, Security Products and Solutions from
January 2006 to February 2006, and as Senior Vice President,
Network and Gateway Security Solutions from June 2004 to
February 2006. Prior to joining Symantec, from April 2002 to
June 2004, he was President and Chief Executive Officer of
Brightmail Incorporated, an anti-spam software company that was
12
acquired by Symantec. From January 2001 to April 2002,
Mr. Salem served as Senior Vice President of Products and
Technology at Oblix Inc., an identity-based security products
developer, and from October 1999 to January 2001, he was Vice
President of Technology and Operations at Ask Jeeves Inc., an
online search engine provider. From 1990 to October 1999,
Mr. Salem led the security business unit at Symantec.
Mr. Salem received a Bachelor of Arts in computer science
from Dartmouth College.
Mr. Schulman was appointed to the Board in March
2000. Mr. Schulman has served as Chief Executive
Officer of Virgin Mobile USA, a cellular phone service provider,
since September 2001, and a member of the board of directors of
Virgin Mobile USA since October 2001. 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. Mr. Schulman is a member of the board of directors of
Flextronics International Ltd. and a non-profit company.
Mr. Unruh was appointed to the Board in 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. Mr. Unruh is a member of the board of
directors of Move, Inc., Heidrick & Struggles
International, Inc., and two private companies. Mr. Unruh
is a certified public accountant.
Director
Compensation
The following table provides information for fiscal year 2009
compensation for all non-employee directors of the Company who
served during the last fiscal year:
Fiscal
Year 2009 Director Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned
|
|
|
|
|
|
|
|
|
|
|
|
|
or Paid in
|
|
|
Stock
|
|
|
Option
|
|
|
|
|
|
|
Cash
|
|
|
Awards
|
|
|
Awards
|
|
|
Total
|
|
Name
|
|
($)(1)
|
|
|
($)(3)
|
|
|
($)(7)(8)
|
|
|
($)
|
|
|
Michael A. Brown
|
|
|
55,025
|
|
|
|
208,874
|
(4)(5)
|
|
|
30,065
|
|
|
|
293,964
|
|
William T. Coleman
|
|
|
35,025
|
|
|
|
208,874
|
(4)(5)
|
|
|
71,685
|
|
|
|
315,584
|
|
Frank E. Dangeard
|
|
|
35,025
|
|
|
|
208,874
|
(4)(5)
|
|
|
|
|
|
|
243,899
|
|
Geraldine B. Laybourne
|
|
|
35,025
|
|
|
|
236,924
|
(4)(5)
|
|
|
|
|
|
|
271,949
|
|
David L. Mahoney
|
|
|
50,025
|
|
|
|
208,874
|
(4)(5)
|
|
|
71,685
|
|
|
|
330,584
|
|
Robert S. Miller(2)
|
|
|
75,025
|
|
|
|
208,874
|
(4)(5)
|
|
|
71,685
|
|
|
|
355,584
|
|
George Reyes*
|
|
|
15,034
|
|
|
|
233,865
|
(4)(6)
|
|
|
71,685
|
|
|
|
320,584
|
|
Daniel H. Schulman
|
|
|
55,025
|
|
|
|
208,874
|
(4)(5)
|
|
|
71,685
|
|
|
|
335,584
|
|
V. Paul Unruh
|
|
|
70,025
|
|
|
|
208,874
|
(4)(5)
|
|
|
30,065
|
|
|
|
308,964
|
|
|
|
|
(1) |
|
Non-employee directors receive an annual retainer fee of $50,000
plus an additional annual fee of $10,000 (Compensation Committee
and Nominating and Governance Committee) or $15,000 (Audit
Committee) for membership on each committee. The chair of each
committee receives an additional annual fee of $10,000
(Compensation Committee and Nominating and Governance Committee)
or $20,000 (Audit Committee). As indicated below in footnotes 5
and 6, the annual retainer fee is paid in a combination of cash
and shares of our common stock. |
|
(2) |
|
Mr. Miller received an additional annual fee in the amount
of $25,000 for his role as Lead Independent Director. |
|
(3) |
|
Amounts shown in this column reflect our accounting expense for
these restricted stock unit awards and do not reflect whether
the recipient has actually realized a financial benefit from the
awards (such as by vesting in a restricted stock unit award).
This column represents the dollar amount recognized for
financial statement |
13
|
|
|
|
|
reporting purposes with respect to fiscal year 2009 for the fair
value of restricted stock units granted to the non-employee
directors in accordance with Financial Accounting Standard
No. 123 (revised 2004), Share-Based Payment
(SFAS 123R). Restricted stock units were not
granted to non-employee directors prior to fiscal 2007. Pursuant
to SEC rules, the amounts shown exclude the impact of estimated
forfeitures related to service-based vesting conditions. As
Mr. Reyes ceased serving as a director on February 28,
2009, 10,452 of his restricted stock unit awards were forfeited
during fiscal 2009. For additional information about assumptions
used in valuing our equity compensation awards, refer to
Note 13 of the financial statements in our Form
10-K for the
fiscal year ended April 3, 2009, as filed with the SEC. |
|
(4) |
|
Messrs. Brown, Coleman, Dangeard, Mahoney, Miller, Reyes,
Schulman, Unruh, and Ms. Laybourne were each granted 10,452
restricted stock units on April 30, 2008, with a per share
fair value of $17.22 and a full grant date fair value of
$179,983. As of April 3, 2009, each of these non-employee
directors held 10,452 outstanding restricted stock units, with
the exception of Mr. Reyes. As Mr. Reyes ceased
serving as a director on February 28, 2009, all of his
restricted stock units were forfeited during fiscal year 2009. |
|
(5) |
|
In lieu of cash, Messrs. Brown, Coleman, Dangeard, Mahoney,
Miller, Schulman, Unruh, and Ms. Laybourne each received
50% of their 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, they were each granted
1,433 shares at a per share fair value of $17.44, and a
full fair value of $24,992. The balance of
Messrs. Browns, Colemans, Dangeards,
Mahoneys, Millers, Schulmans, Unruhs,
and Ms. Laybournes fees were paid in cash as reported
in the Fees Earned or Paid in Cash column in the
table above. |
|
(6) |
|
In lieu of cash, Mr. Reyes elected to receive 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 2,866 shares at a per
share fair value of $17.44, and a full fair value of $49,983.
The balance of Mr. Reyes fees were paid in cash as
reported in the Fees Earned or Paid in Cash column
in the table above. |
|
(7) |
|
Amounts shown in this column reflect our accounting expense for
these awards and do not reflect whether the recipient has
actually realized a financial benefit from the awards (such as
by exercising stock options). This column represents the dollar
amount recognized for financial statement reporting purposes
with respect to fiscal year 2009 for the fair value of stock
options granted to the directors. The fair value was estimated
using the Black-Scholes option pricing model in accordance with
SFAS 123R. Pursuant to SEC rules, the amounts shown exclude
the impact of estimated forfeitures related to service-based
vesting conditions. For additional information about assumptions
used in valuing our equity compensation awards, refer to
Note 13 of the financial statements in our
Form 10-K
for the fiscal year ended April 3, 2009, as filed with the
SEC. |
|
(8) |
|
In fiscal year 2009, there were no stock option grants to any
person who served as a non-employee director. The outstanding
stock options held by each non-employee director at 2009 fiscal
year-end were: Mr. Brown (175,630), Mr. Coleman
(148,000), Mr. Mahoney (106,000), Mr. Miller
(148,000), Mr. Reyes (76,927), Mr. Schulman (79,000),
and Mr. Unruh (180,630). |
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. The Compensation Committee,
which consists solely of independent directors, has the primary
responsibility to review and consider any revisions to
directors compensation.
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.
|
14
Annual Fees: In accordance with the
recommendation of the Compensation Committee, the Board
determined the non-employee directors compensation for
fiscal year 2009 as follows:
|
|
|
|
|
$50,000 annual cash retainer
|
|
|
|
$10,000 annual fee for committee membership ($15,000 for Audit
Committee membership)
|
|
|
|
$10,000 annual fee for chairing a committee of the Board
($20,000 for chairing the Audit Committee)
|
|
|
|
$25,000 annual fee for the Lead Independent Director
|
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. In March 2009, the 2004
Equity Incentive Plan was amended to eliminate the feature of
the plan that provided for automatic grants to non-employee
members of the Board. As a result, all grants to non-employee
directors will be made on a discretionary basis under the plan.
Pursuant to a policy adopted by our Board, each non-employee
member of the Board now receives an annual award of fully-vested
restricted stock awards having a fair market value on the grant
date equal to $180,000, with this value prorated for new
non-employee directors from the date of such directors
appointment to our Board to the date of the first Board meeting
in the following fiscal year. Prior to its amendment, the plan
provided for the same award formula, except awards vested on the
one-year anniversary of the date of grant. The restricted stock
unit awards granted for fiscal year 2009 were granted on
April 30, 2008 and vested in full on April 30, 2009.
The restricted stock awards granted for fiscal year 2010 were
granted on May 11, 2009 and are fully vested. Since the
beginning of fiscal year 2007, we have not made option grants to
our directors. Option grants made to our non-employee directors
in fiscal 2006 and prior years were subject to a four-year
vesting schedule. In the event of a merger or consolidation in
which Symantec is not the surviving corporation or another
similar change in control transaction involving Symantec, all
unvested stock option and restricted stock unit awards made to
non-employee directors under the programs described above will
accelerate and vest in full.
Symantec stock ownership information for each of our directors
is shown under the heading Security Ownership of Certain
Beneficial Owners and Management in this proxy statement.
THE BOARD
RECOMMENDS A VOTE FOR ELECTION OF
EACH OF THE TEN NOMINATED DIRECTORS.
15
PROPOSAL NO. 2
RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Audit Committee has selected KPMG as Symantecs
principal independent registered public accounting firm to
perform the audit of Symantecs consolidated financial
statements for fiscal year 2010. 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 selection 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 Symantecs independent registered public accounting
firm.
The Audit Committee first approved KPMG as the Companys
independent auditors in September 2002, and KPMG audited
Symantecs financial statements for Symantecs 2009
fiscal year. Representatives of KPMG are expected to be present
at the meeting, in which case they will be given an opportunity
to make a statement at the meeting if they desire to do so, and
will be available to respond to appropriate questions.
Principal
Accountant Fees and Services
The Company regularly reviews the services and fees from its
independent registered public accounting firm. 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 the Companys audit.
Symantecs 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 the Companys
consolidated financial statements, KPMG provided various other
services during fiscal years 2009 and 2008. Symantecs
Audit Committee has determined that KPMGs provisioning of
these services, which are described below, does not impair
KPMGs independence from Symantec. The aggregate fees
billed for fiscal years 2009 and 2008 for each of the following
categories of services are as follows:
|
|
|
|
|
|
|
|
|
Fees Billed to Symantec
|
|
2009
|
|
|
2008
|
|
|
Audit fees(1)
|
|
$
|
11,007,817
|
|
|
$
|
10,223,009
|
|
Audit related fees(2)
|
|
|
|
|
|
|
|
|
Tax fees(3)
|
|
|
229,133
|
|
|
|
402,794
|
|
All other fees(4)
|
|
|
2,331
|
|
|
|
359,033
|
|
|
|
|
|
|
|
|
|
|
Total fees
|
|
$
|
11,239,282
|
|
|
$
|
10,984,836
|
|
|
|
|
|
|
|
|
|
|
The categories in the above table have the definitions assigned
under Item 9 of Schedule 14A promulgated under the
Securities Exchange Act of 1934, 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 Symantecs consolidated financial
statements, consultation on matters that arise during a review
or audit, review of SEC filings, audit services performed in
connection with Symantecs 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 internal audit
services for the Company. Another accounting firm provides the
majority of Symantecs tax services.
16
Policy on
Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Registered Public Accounting
Firm
The Audit Committees 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
17
STOCKHOLDER
PROPOSAL
Proposal 3 is a stockholder proposal. If the 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 Boards
recommendation on the proposal is presented immediately
following the proposal. We will promptly provide you with the
name, address and, to Symantecs 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, 20330 Stevens Creek Boulevard, Cupertino, California
95014, telephone:
(408) 517-8000.
PROPOSAL NO. 3
STOCKHOLDER PROPOSAL REGARDING SPECIAL STOCKHOLDER
MEETINGS
3
Special Shareowner Meetings
RESOLVED, Shareowners ask our board to take the steps necessary
to amend our bylaws and each appropriate governing document to
give holders of 10% of our outstanding common stock (or the
lowest percentage allowed by law above 10%) the power to call
special shareowner meetings. This includes that such bylaw
and/or
charter text will not have any exception or exclusion conditions
(to the fullest extent permitted by state law) that apply only
to shareowners but not to management
and/or the
board.
Statement
of Kenneth Steiner
Special meetings allow shareowners to vote on important matters,
such as electing new directors, that can arise between annual
meetings. If shareowners cannot call special meetings investor
returns may suffer. Shareowners should have the ability to call
a special meeting when a matter merits prompt consideration.
This proposal is in favor of our board maintaining its current
power to call a special meeting.
This proposal topic won impressive 2008 support at:
|
|
|
|
|
Occidental Petroleum (OXY)
|
|
66%
|
|
Emil Rossi (Sponsor)
|
FirstEnergy (FE)
|
|
67%
|
|
Chris Rossi
|
Marathon Oil (MRO)
|
|
69%
|
|
Nick Rossi
|
The merits of this Special Shareowner Meetings proposal should
also be considered in the context of the need for further
improvements in our companys corporate governance and in
individual director performance. In 2008 the following
governance and performance issues were identified:
|
|
|
|
|
We had no shareholder right to:
|
Elect directors through a majority-vote.
Cumulative voting.
Call a special shareholder meeting.
|
|
|
|
|
John Thompson was both our Chairman and CEO and held two outside
board seats Over-extension concern.
|
|
|
|
Our directors also served on 3 boards rated D by the
Corporate Library:
|
|
|
|
|
|
Michael Brown
|
|
Nektar Therapeutics
|
|
(NKTR)
|
Geraldine Laybourne
|
|
Electronic Arts Inc.
|
|
(ERTS)
|
Robert Steve Miller
|
|
Delphi Corporation
|
|
(DPHIQ.PK)
|
18
|
|
|
|
|
Mr. Miller (our Lead Director no less and served on two of
our key board committees) was designated a Problem
Director due to his involvement with the board of
Federal-Mogul Corporation, which filed for Chapter 11
Bankruptcy.
|
|
|
|
Mr. Miller had
15-years
director tenure Independence concern and received
two-times as many withheld votes as any other director.
|
The above concerns shows there is need for improvement. Please
encourage our board to respond positively to this proposal:
Special Shareowner Meetings Yes on 3
Our Board
of Directors Statement in Opposition to
Proposal 3
The Board agrees that stockholders should have the ability to
call a special meeting of the stockholders of the Company.
However, our Board believes that passage of this proposal is not
necessary because Symantecs Bylaws already meet the
essential objective of the proposal, and stockholders already
have additional protective measures in place.
Symantecs Bylaws already meet the essential objective
of the proposal by giving stockholders the ability to call
special meetings. Our Board is committed to
effective corporate governance. In addition to the corporate
governance practices noted below, our Board amended
Symantecs Bylaws to provide that stockholders owning 25%
of the outstanding shares of the Companys common stock
have the right to call a special meeting. In addition, other
than limitations on calling a special meeting shortly before or
after another meeting of stockholders at which the proposed
business was already addressed, there are no restrictive
provisions in the Bylaws that would impede a stockholders
right or negate the intent of allowing stockholders to call
special meetings. Stockholders may read Symantecs Bylaws
on its web site at
http://investor.symantec.com/phoenix.zhtml?c=89422&p=irol-govHighlights.
25% is a reasonable and appropriate
threshold. Many large companies that have special
meeting bylaw provisions set the threshold at 25% or higher.
Permitting the stockholders of 25% of the common stock to call
special meetings provides an appropriate balance between
ensuring the Boards accountability to stockholders and
enabling the Board and management to operate the Company in an
effective manner. Stockholder meetings are costly and time
consuming for Symantec and its stockholders, and they impose
administrative and other burdens on the Company. Furthermore,
permitting the stockholders of 10% of our common stock to call
special meetings could allow a small group of stockholders to
call unnecessary and costly meetings on matters that are neither
relevant to the majority of stockholders or in the best
interests of the Company and stockholders in general.
Symantec has a strong and effective corporate structure that
protects the interests of its
stockholders. Symantec is committed to strong
corporate governance practices, and this is reflected by its
strong corporate governance ratings. For example, according to
RiskMetrics Groups Corporate Governance Quotient ranking,
as of July 1, 2009, Symantec outperformed 92.2% of the
companies in the S&P 500 and 99.1% of the companies in the
Software & Services group. Symantecs corporate
governance practices include:
|
|
|
|
|
Chairman and CEO positions are separate
|
|
|
|
the Board has a Lead Independent Director
|
|
|
|
the Company does not have a poison pill in place
|
|
|
|
the Company has a declassified Board, meaning that the full
Board is elected annually
|
|
|
|
8 of the 10 members of the Board are independent directors
|
|
|
|
simple majority vote requirement to amend Charter or Bylaws, and
to approve transactions
|
Stockholders are already protected under state law, other
regulations and our Bylaws. Symantec is
incorporated in the state of Delaware, which requires that major
corporate actions, such as a merger or sale of substantially all
of Symantecs assets, be approved by stockholders. Symantec
is also listed on the NASDAQ Global Select Market. NASDAQ
requires that listed companies obtain stockholder approval for
certain actions, such as
19
adopting or materially amending equity compensation plans or
issuing shares above a prescribed threshold. In addition,
stockholders have the right under
Rule 14a-8
of the Securities and Exchange Act of 1934, as amended, and
under our Bylaws to propose business to be considered by the
stockholders at the annual meetings of our stockholders.
For these reasons, the Board believes that stockholders already
have a meaningful right to call a special meeting and that the
proposal is not in the best interests of Symantec and its
stockholders.
THE BOARD RECOMMENDS A VOTE AGAINST
PROPOSAL NO. 3.
PROXIES RECEIVED BY THE COMPANY WILL BE VOTED
AGAINST
THIS PROPOSAL UNLESS OTHERWISE INSTRUCTED.
20
EQUITY
COMPENSATION PLAN INFORMATION
The following table gives information about Symantecs
common stock that may be issued upon the exercise of options,
warrants and rights under all of Symantecs existing equity
compensation plans as of April 3, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Compensation Plan Information
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
|
Number of Securities
|
|
|
|
|
|
Remaining Available for
|
|
|
|
to be Issued Upon
|
|
|
Weighted-Average
|
|
|
Future Issuance Under
|
|
|
|
Exercise of
|
|
|
Exercise Price of
|
|
|
Equity Compensation Plans
|
|
|
|
Outstanding Options,
|
|
|
Outstanding Options,
|
|
|
(Excluding Securities
|
|
Plan Category
|
|
Warrants and Rights
|
|
|
Warrants and Rights
|
|
|
Reflected in Column (a))
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
Equity compensation plans approved by security holders
|
|
|
64,049,823
|
|
|
$
|
14.22
|
|
|
|
97,746,289
|
(1)
|
Equity compensation plans not approved by security holders
|
|
|
562,910
|
(2)(3)
|
|
$
|
6.79
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
64,612,733
|
|
|
$
|
14.15
|
|
|
|
97,746,289
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents 40,119 shares remaining available for future
issuance under Symantecs 2000 Director Equity
Incentive Plan, 209,599 shares remaining available for
future issuance under Symantecs 2002 Executive
Officers Stock Purchase Plan, 20,000,000 shares
remaining available for future issuance under Symantecs
2008 Employee Stock Purchase Plan and 77,496,571 shares
remaining available for future issuance as stock options,
restricted stock units or other awards permitted under
Symantecs 2004 Equity Incentive Plan. Under the 2004
Equity Incentive Plan, any full-value award (i.e., an award of
restricted stock units) will reduce the number of shares
available for issuance by two shares for every share issued, and
any other award (i.e., an option or stock appreciation right)
will reduce the number of shares available for issuance by one
share for every share issued. |
|
(2) |
|
Excludes outstanding options and restricted stock unit awards to
acquire 18,815,528 shares as of April 3, 2009 that
were assumed as part of the Veritas acquisition. Excludes
outstanding options and restricted stock unit awards to acquire
1,366,937 shares as of April 3, 2009 that were assumed
as part of other acquisitions. The weighted average exercise
price of these outstanding options was $22.94 as of
April 3, 2009. In connection with these acquisitions,
Symantec has only assumed outstanding options and rights, but
not the plans themselves, and therefore, no further options or
rights may be granted under these acquired-company plans. |
|
(3) |
|
Represents 562,910 outstanding options to purchase shares under
Symantecs 2001 Non-Qualified Equity Incentive Plan. As
noted below, the 2001 Non-Qualified Equity Incentive Plan was
terminated in September 2004 in connection with the adoption of
the Symantec 2004 Equity Incentive Plan. |
Material
Features of Equity Compensation Plans Not Approved by
Stockholders
2001
Non-Qualified Equity Incentive Plan
The 2001 Non-Qualified Equity Incentive Plan was terminated in
September 2004 in connection with the adoption of the Symantec
2004 Equity Incentive Plan. As of April 3, 2009, options to
purchase 562,910 shares were outstanding under the 2001
Non-Qualified Equity Incentive Plan.
Terms of Options. Symantecs Compensation
Committee determined many of the terms and conditions of each
option granted under the plan, including the number of shares
for which the option was granted, the exercise price of the
option and the periods during which the option may be exercised.
Each option is evidenced by a stock option agreement in such
form as the Compensation Committee approved and is subject to
the following conditions (as described in further detail in the
plan):
|
|
|
|
|
Vesting and Exercisability: Options and
restricted shares become vested and exercisable, as applicable,
within such periods, or upon such events, as determined by the
Compensation Committee in its discretion and as set forth in the
related stock option or restricted stock agreement. To date, as
a matter of practice, options under the plan have generally been
subject to a four-year vesting period. Options terminate ten
years or less from the date of grant.
|
21
|
|
|
|
|
Exercise Price: The exercise price of each
option granted was not less than 100% of the fair market value
of the shares of common stock on the date of the grant.
|
|
|
|
Tax Status: All options granted under the plan
are non-qualified stock options.
|
|
|
|
Method of Exercise: The option exercise price
is typically payable in cash or by check, but may also be
payable, at the discretion of the Compensation Committee, in
other forms of consideration.
|
|
|
|
Termination of Employment: Options cease
vesting on the date of termination of service or death of the
participant. Options granted under the plan generally expire
three months after the termination of the optionees
service to Symantec or a parent or subsidiary of Symantec,
except in the case of death or disability, in which case the
options generally may be exercised up to 12 months
following the date of death or termination of service. However,
if the optionee is terminated for cause, the optionees
options expire upon termination of employment.
|
Corporate Transactions. In the event of a
change of control of Symantec (as defined in the plan), the
buyer may either assume the outstanding awards or substitute
equivalent awards. In the event the buyer fails to assume or
substitute awards issued under the plan, all awards will expire
upon the closing of the transaction.
Term and Amendment of the Plan. The plan was
terminated in September 2004, except that outstanding options
granted thereunder will remain in place for the term of such
options.
22
OUR
EXECUTIVE OFFICERS
The names of our executive officers, their ages as of
July 3, 2009, and their positions are shown below.
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Position
|
|
Enrique Salem
|
|
|
43
|
|
|
President and Chief Executive Officer
|
James A. Beer
|
|
|
48
|
|
|
Executive Vice President and Chief Financial Officer
|
Janice Chaffin
|
|
|
54
|
|
|
Group President, Consumer Business Unit
|
George W. Harrington
|
|
|
57
|
|
|
Senior Vice President, Finance and Chief Accounting Officer
|
Gregory W. Hughes
|
|
|
46
|
|
|
Group President, Enterprise Product Group
|
Rebecca Ranninger
|
|
|
50
|
|
|
Executive Vice President and Chief Human Resources Officer
|
William T. Robbins
|
|
|
41
|
|
|
Executive Vice President, Worldwide Sales
|
Scott C. Taylor
|
|
|
45
|
|
|
Executive Vice President, General Counsel and Secretary
|
J. David Thompson
|
|
|
42
|
|
|
Group President, Information Technology and Services Group
|
The Board chooses executive officers, who then serve at the
Boards 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. Salem, please refer to
Proposal No. 1, Election of Directors,
above.
Mr. Beer has served as our Executive Vice President
and Chief Financial Officer since February 28, 2006. Prior
to joining us, Mr. Beer was Senior Vice President and Chief
Financial Officer of AMR Corporation and American Airlines,
Inc., AMRs principal subsidiary, from January 2004 to
February 2006. From September 1991 to January 2004,
Mr. Beer held other various management positions in finance
and operations at American Airlines including leading the
airlines European and Asia Pacific businesses.
Mr. Beer holds a Bachelor of Science in aeronautical
engineering from Imperial College, London University and a
Master of Business Administration degree from Harvard Business
School.
Ms. Chaffin has served as our Group President,
Consumer Business Unit since April 2007. From May 2006 to April
2007, Ms. Chaffin served as our Executive Vice President
and Chief Marketing Officer. Ms. Chaffin joined Symantec in
May 2003 as Senior Vice President and Chief Marketing Officer.
Prior to Symantec, Ms. Chaffin spent 21 years at
Hewlett-Packard Company, a global provider of products,
technologies, solutions and services, where she held a variety
of marketing and business management positions and most recently
served as Vice President of Enterprise Marketing and Solutions.
She graduated summa cum laude from the University of California,
San Diego with a bachelors degree and earned a
masters degree in business administration from the
University of California, Los Angeles, where she was a Henry
Ford Scholar.
Mr. Harrington has served as our Senior Vice
President, Finance, and Chief Accounting Officer since January
2007. Mr. Harrington joined the Company as Senior Vice
President, Finance Operations in May 2006. Prior to joining
Symantec, Mr. Harrington was Senior Vice President and
Chief Financial Officer of BMC Software, Inc., a software
solutions provider, from March 2004 to September 2005, and,
prior to that, had served in a variety of senior finance roles
at IBM, a global information technology company, since 1981. As
Vice President of Finance for IBM Software Group,
Mr. Harrington was the senior executive responsible for all
financial and IT aspects of IBMs $13 billion software
organization. Mr. Harrington also served as the Chief
Accountant for IBM. In addition, he served as Vice President,
Finance for IBM Americas, responsible for all financial aspects
of a $38 billion IBM division. Mr. Harrington also
served in a range of finance leadership positions for IBMs
Americas, Asia Pacific and European operations.
Mr. Harrington earned a Bachelor of Arts in Political
Science and a Masters in Business Administration from Brigham
Young University.
Mr. Hughes has served as our Group President,
Enterprise Product Group since January 2009. From January 2008
to January 2009, Mr. Hughes served as our Chief Strategy
Officer, and as Group President, Global Services
23
from April 2007 to January 2008. Mr. Hughes joined Symantec
through the Companys acquisition of Veritas in July 2005
and served as our Executive Vice President, Services and
Support, from July 2005 to April 2007. At Veritas, he most
recently served as Executive Vice President, Global Services
from October 2003 to July 2005. Mr. Hughes joined Veritas
after a
10-year
career at McKinsey & Co., a global management
consulting service provider, where he most recently served as a
Partner. During his tenure at McKinsey, he founded and led the
North American Software Industry practice and worked as a
consultant to senior executives across a range of industries on
information-technology related issues. Mr. Hughes holds a
Master of Business Administration degree from the Stanford
Graduate School of Business, and a bachelors degree in
electrical engineering and a masters degree in electrical
engineering and computer science from Massachusetts Institute of
Technology.
Ms. Ranninger has served as our Executive Vice
President and Chief Human Resources Officer since May 2006,
Senior Vice President, Human Resources from January 2000 to May
2006 and Vice President, Human Resources from September 1997 to
January 2000. Prior to 1997, Ms. Ranninger served for over
six years in the Legal Department. Prior to joining us in 1991,
Ms. Ranninger was a business litigator with the law firm of
Heller Ehrman White & McAuliffe. She also
currently serves as President of Symantec Foundation.
Ms. Ranninger graduated magna cum laude from Harvard
University with a bachelors degree, earned a
bachelors degree in jurisprudence from Oxford University
and a Juris Doctorate from Stanford University.
Mr. Robbins has served as our Executive Vice
President of Worldwide Sales since January 2009. From July 2007
to January 2009, Mr. Robbins served as Senior Vice
President of Sales for the Americas geography. From April 2006
to July 2007, he served as Senior Vice President of the Asia
Pacific and Japan geography. Mr. Robbins joined Symantec
through the Companys acquisition of Veritas in July 2005
and served as our Vice President of Eastern United States and
National Telecommunications Sales until April 2006. At Veritas,
he served as Vice President of Eastern United States and
National Telecommunications Sales from April 2005 to July 2005,
Vice President, Northern Europe Sales from January 2005 to April
2005 and from April 2002 to December 2004, he served as Vice
President, Worldwide Sales Operations. Mr. Robbins holds
bachelors degrees in business administration and
economics, both with top honors from Southern Methodist
University in Dallas. He is also a Certified Management
Accountant.
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
VirnetX. Mr. Taylor holds a Juris Doctorate from George
Washington University, and a bachelors degree from
Stanford University.
Mr. Thompson has served as our Group President,
Information Technology and Services Group since January 2008.
From February 2006 to January 2008, Mr. Thompson served as
Executive Vice President, Chief Information Officer. Prior to
joining Symantec, Mr. Thompson was Senior Vice President
and Chief Information Officer for Oracle Corporation, a global
enterprise software company from January 2005 to January 2006.
From August 1995 to January 2005, he was Vice President of
Services and Chief Information Officer at PeopleSoft, Inc., an
enterprise application software products developer, which was
later acquired by Oracle.
24
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of July 3,
2009, 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 36 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 813,700,408 shares of Symantec common stock
outstanding as of July 3, 2009 (excluding shares held in
treasury). Shares of common stock subject to stock options and
restricted stock units vesting on or before September 1,
2009 (within 60 days of July 3, 2009) 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.
|
|
|
|
|
|
|
|
|
|
|
Amount and
|
|
|
|
|
|
|
Nature of
|
|
|
|
|
|
|
Beneficial
|
|
|
Percent
|
|
Name and Address of Beneficial Owner
|
|
Ownership
|
|
|
of Class
|
|
|
5% Beneficial Owner
|
|
|
|
|
|
|
|
|
Barclays Global Investors(1)
|
|
|
42,851,044
|
|
|
|
5.27
|
%
|
Directors and Executive Officers
|
|
|
|
|
|
|
|
|
John W. Thompson(2)
|
|
|
8,158,221
|
|
|
|
1.0
|
%
|
Enrique Salem(3)
|
|
|
762,387
|
|
|
|
*
|
|
James A. Beer(4)
|
|
|
438,410
|
|
|
|
*
|
|
Gregory W. Hughes(5)
|
|
|
1,205,832
|
|
|
|
*
|
|
J. David Thompson(6)
|
|
|
394,389
|
|
|
|
*
|
|
Janice Chaffin(7)
|
|
|
697,806
|
|
|
|
*
|
|
Michael A. Brown(8)
|
|
|
226,846
|
|
|
|
*
|
|
William T. Coleman(9)
|
|
|
190,890
|
|
|
|
*
|
|
Frank E. Dangeard
|
|
|
32,476
|
|
|
|
*
|
|
Geraldine B. Laybourne
|
|
|
27,318
|
|
|
|
*
|
|
David L. Mahoney(10)
|
|
|
170,215
|
|
|
|
*
|
|
Robert S. Miller(11)
|
|
|
291,967
|
|
|
|
*
|
|
Daniel H. Schulman(12)
|
|
|
133,362
|
|
|
|
*
|
|
V. Paul Unruh(13)
|
|
|
209,905
|
|
|
|
*
|
|
All current Symantec executive officers and directors as a group
(18 persons)(14)
|
|
|
13,888,997
|
|
|
|
1.7
|
%
|
|
|
|
* |
|
Less than 1%. |
|
(1) |
|
Based solely on a Schedule 13G filing made by Barclays
Global Investors on February 5, 2009. Reflects the
securities beneficially owned by the Barclays Global Investors
on behalf of its clients. This stockholders address is 400
Howard Street, San Francisco, CA 94105. |
|
(2) |
|
Includes 6,705,630 shares subject to options that will be
exercisable as of September 1, 2009. |
|
(3) |
|
Includes 580,981 shares subject to options that will be
exercisable as of September 1, 2009. |
|
(4) |
|
Includes 378,125 shares subject to options that will be
exercisable as of September 1, 2009. |
|
(5) |
|
Includes 1,153,272 shares subject to options that will be
exercisable as of September 1, 2009. |
|
(6) |
|
Includes 353,125 shares subject to options that will be
exercisable as of September 1, 2009. |
|
(7) |
|
Includes 621,568 shares subject to options that will be
exercisable as of September 1, 2009. |
25
|
|
|
(8) |
|
Includes 175,380 shares subject to options that will be
exercisable as of September 1, 2009. |
|
(9) |
|
Includes 147,750 shares subject to options that will be
exercisable as of September 1, 2009. |
|
(10) |
|
Includes 105,750 shares subject to options that will be
exercisable as of September 1, 2009. |
|
(11) |
|
Includes 147,750 shares subject to options that will be
exercisable as of September 1, 2009. |
|
(12) |
|
Includes 78,750 shares subject to options that will be
exercisable as of September 1, 2009. |
|
(13) |
|
Includes 180,380 shares subject to options that will be
exercisable as of September 1, 2009. |
|
(14) |
|
Includes 11,419,176 shares subject to options that will be
exercisable as of September 1, 2009. |
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 Compensation 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
Compensation Discussion & Analysis 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 Symantecs
directors, executive officers and any persons who own more than
10% of Symantecs 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
2009, except that one Form 4 reflecting a disposition of
4,000 shares by Gregory W. Hughes was filed late.
26
EXECUTIVE
COMPENSATION AND RELATED INFORMATION
COMPENSATION
DISCUSSION & ANALYSIS (CD&A)
INTRODUCTION
Our
Compensation Philosophy
Our executive compensation programs are designed to drive our
success as a market leader in the information technology
industry. In structuring and overseeing these programs, we focus
on the achievement of corporate, business unit and individual
performance objectives, attracting and retaining
highly-qualified executive management, and maximizing long-term
stockholder value.
A number of principles and circumstances inform our executive
compensation decisions. An important principle driving our
compensation programs is our belief that it benefits all of our
constituencies for managements compensation to be tied to
the Companys current and long-term performance. As a
result, at-risk pay comprises a significant portion of our
executive compensation, in particular for individuals holding
more senior and influential positions at Symantec.
We believe it is important to continue to attract, appropriately
motivate and retain highly-qualified executives who are
energetically committed to Symantecs success. We look to
relevant market and industry practices to structure compensation
packages that are competitive in the markets in which we compete
for executive talent. While we strive for a basic level of
internal pay equity among our management team members, we also
believe that it is important to reward outstanding individual
performance, team success, and Company-wide results.
We are also sensitive to our need to balance the interests of
our executives with those of our stockholders, especially when
our compensation decisions might increase our cost structure or
stockholder dilution. We work hard to appropriately balance the
interests of all of our constituencies our
stockholders, our executive officers, the remainder of our
employee base, our business partners and our community.
Summary
of Compensation Matters During Fiscal 2009
Notwithstanding the global economic downturn, fiscal 2009 was in
large part a successful year for the Company. As detailed below,
three core financial metrics are used to measure Company
performance under our executive compensation programs: revenue,
earnings per share and cash flow from operations. Although the
Company did not achieve its revenue or cash flow targets, we did
achieve very strong earnings per share performance, largely as
result of a keen focus on cost containment. Our executive
officers were compensated consistent with our
pay-for-performance
compensation philosophy and in keeping with the terms of our
compensation arrangements.
Roles
of Our Compensation Committee, Executive Officers and
Consultants in our Compensation Process
The Compensation Committee, which is comprised of independent
directors, establishes and oversees the overall strategy for
employee compensation, including our executive compensation
programs. For more details about the Compensation
Committees functions and additional information about
Compensation Committee members, see the Corporate
Governance Standards and Director Independence section
(beginning on page 5) and the Board Committees
and Their Functions section (beginning on page 7).
The Compensation Committee is responsible for overseeing all of
the Companys compensation programs, including general
employee and Board of Director compensation. This CD&A
describes how the Compensation Committee approached and
fulfilled that responsibility in fiscal 2009 with respect to our
named executive officers (NEOs). For fiscal 2009,
our NEOs were:
|
|
|
|
|
John W. Thompson, Chairman of the Board (and former Chief
Executive Officer)
|
|
|
|
Enrique Salem, President and Chief Executive Officer (and former
Chief Operating Officer)
|
|
|
|
James A. Beer, Executive Vice President and Chief Financial
Officer
|
27
|
|
|
|
|
Gregory W. Hughes, Group President, Enterprise Products (and
former Chief Strategy Officer)
|
|
|
|
J. David Thompson, Group President, Information Technology
(IT) & Services Group
|
Mr. Thompson served as our Chief Executive Officer, as well
as our Chairman, throughout fiscal 2009, and on April 4,
2009 Mr. Salem, who was our Chief Operating Officer
throughout fiscal 2009, succeeded Mr. Thompson as Chief
Executive Officer.
The independent directors of the Board evaluate the CEOs
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 approve the CEOs
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.
The Compensation Committee retains Mercer, an outside consulting
firm, to provide advice and ongoing recommendations on executive
and general compensation matters. The Compensation Committee
oversees Mercers engagement. Mercer representatives meet
informally with the Compensation Committee Chair and the Chief
Human Resources Officer and formally with the Compensation
Committee during its regular meetings, including from time to
time in executive sessions without any members of management
present. We have worked with Mercer since fiscal 2004, and paid
them approximately $250,000 for their services with respect to
fiscal 2009.
The Compensation Committee establishes our compensation
philosophy and 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 and
Compensation Committee with feedback on the performance of our
executive officers and makes compensation recommendations for
the executives to the Compensation Committee for their approval.
Our CEO, CFO, Chief Human Resources Officer and General Counsel
regularly attend the Compensation Committees meetings to
provide: their perspectives on competition in the industry, the
needs of the business, information regarding the Companys
performance, and other advice specific to their areas of
expertise. In addition, at the Compensation Committees
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 managements 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. They include:
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.
Focus on
Pay-for-Performance: Our
executive compensation program is designed to reward executives
for results. As described below, the pay mix for named executive
officers emphasizes variable pay in the form of short- and
long-term cash and equity awards. Short-term results are
measured by annual financial performance, specifically revenue,
earnings per share and, for our business unit leaders, business
unit performance. Long-term results are measured by
(a) share price appreciation, and (b) achievement of
operating cash flow targets.
Appropriate Market Positioning: Our current
policy is to target the base salary and annual short-term cash
incentive structure for named executive officers at the
65th percentile of the relevant market composite, as
described below, with target long-term incentive opportunities
and benefits for named executive officers at the
50th percentile of the relevant market composite. Base
salary and short-term cash incentives are positioned at this
level in order to attract and retain high caliber talent in the
highly competitive technology market. The target long-term
incentive strategy allows us to be competitive in the market for
top talent, while providing alignment with stockholders and
keeping the burn rate and dilution associated with
our equity compensation programs within a range we deem
acceptable. As described below, the pay mix for executives
emphasizes long-term performance through a majority
28
of pay opportunity coming in the form of long-term award
vehicles. By using these targets, we believe that upside
opportunity in the short- and long-term incentive plans is
available with outstanding financial performance. 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 an individual named executive
officers salary, incentive opportunity, long-term equity
awards and 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 are
similar in size to Symantec and that the Compensation Committee
and its advisors, including Mercer, believe represent
Symantecs competition in the broader talent market. The
peer groups proxy statements provide detailed pay data for
the top five positions. Survey data provides compensation
information 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 in developing a market composite which it
uses as a framework for making compensation decisions for each
named executive officers position.
Symantec is a prominent participant in the information
technology industry. This industry is characterized by rapid
rates of change, intense competition from small and large
companies, and 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. Further, 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 broader group of high technology
companies in different market segments that are of a comparable
size to us. The Compensation Committee uses the peer group, as
well as other relevant market data, to develop a market
composite for purposes of establishing named executive officer
pay levels (as described above). In addition, the peer group
performance is used as input for setting performance targets for
our annual incentive plan.
For fiscal 2009, the Compensation Committee, based on the advice
of Mercer, included the following companies in the peer group:
Adobe Systems, Analog Devices, Apple, Computer Associates, Cisco
Systems, Electronic Arts, EMC, Harris Interactive, Juniper
Networks, Lexmark International, Network Appliance, Oracle,
Qualcomm, Seagate Technology and Yahoo! Adjustments are made to
the peer group from time to time based on a comparison of market
capitalization, industry and company performance.
Appropriate Pay Mix: In determining the mix of
the various reward elements and the value of each component, the
Compensation Committee takes into account the executives
role, the competitive market, individual and Company
performance, business unit performance (where applicable),
internal pay equity and historical compensation. Details of the
various programs and how they support the overall business
strategy are outlined in Compensation Components. In
making its determinations with regard to compensation, the
Compensation Committee reviews the various compensation elements
for the CEO and the other named executive officers (including
base salary, target annual bonus, target and accrued award
payments under the Long Term Incentive Plans, and the value of
all vested and unvested equity awards).
The percentage of an executive officers compensation
opportunity that is at-risk or variable instead of fixed is
based primarily on the officers 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
the Companys performance. This is achieved by having
higher target short-term incentive opportunities and higher
equity grant levels relative to base salary than employees who
are not senior executives.
Form and Mix of Long-Term Equity Incentive
Compensation: We currently use two forms of
equity for long-term equity incentive compensation: stock
options and restricted stock units. (See Equity Incentive
Awards below for more information regarding the specific
features of each form). Starting in fiscal 2007, we increased
the proportion of restricted stock units granted to senior
executives relative to options. For fiscal 2009, named executive
officers generally received approximately 50% of the value of
their equity compensation in the form of restricted stock units
and 50% in stock options, other than Enrique Salem, who received
approximately 62% of his equity
29
compensation in fiscal 2009 in the form of options. These
percentages (and other percentage-based equity awards value
discussed below) are based on the grant date fair value of the
shares of common stock underlying the restricted stock units and
the grant date fair value of the options using the Black-Scholes
option pricing method. The awards made to our named executive
officers other than the CEO are determined by the Compensation
Committee after seeing 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 NEOs, the
Compensation Committee may consider factors such as the
individuals tenure at the Company, industry experience,
current pay mix, long-term equity and cash awards previously
granted to the individual, retention considerations, business
unit performance (as applicable), individual performance, and
other factors.
COMPENSATION
COMPONENTS
Compensation for our named executive officers includes the
following components:
Base
Salary
The annual base salary for our named executive officers is our
primary form of fixed (not at-risk) compensation. The
Compensation Committee reviews named executive officers
salaries annually as part of its overall competitive market
assessment and may make adjustments based on positioning
relative to market, individual role and contribution levels, and
our overall salary budget. The Compensation Committee reviews
the CEOs salary in executive session (i.e., without
any executives present), and changes are considered in light of
market pay assessments and the Compensation Committees
annual CEO performance evaluation. 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.
For fiscal 2009, the Compensation Committee did not increase the
salaries of the named executive officers for the second
consecutive year. Specific information regarding fiscal 2009
salary amounts is contained in the Summary Compensation Table
beginning on page 39. In light of the challenging economic
environment and in order to continue to emphasize the alignment
between pay and performance, the Compensation Committee also did
not increase the base salaries of any of the Companys
named executive officers for fiscal 2010 with the exception of a
promotional increase for Gregory Hughes.
Executive
Annual Incentive Plans
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 2008. The
Executive Annual Incentive Plans adopted under the SEIP are
annual cash incentive plans that reward named executive officers
(and other participants) for generating strong financial results
for our Company in the short term. To support collaboration
within the senior leadership group, all named executive officers
earn incentive compensation based on performance against
pre-determined corporate goals described further below. The
Compensation Committee may choose to measure the named executive
officers achievement against specific business unit or
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 target based on actual performance. The Compensation
Committee uses peer group and survey data as input in
determining the target bonus levels for our Executive Annual
Incentive Plans. In addition, the award opportunities for fiscal
2009 were determined based on a market composite, the desired
pay mix, internal pay equity goals, and the role of the named
executive officer. For fiscal 2009, the target opportunity for
John Thompson, who served as our Chief Executive Officer in
fiscal 2009, was 150% of his base salary; the target opportunity
for Enrique Salem, who served as our Chief Operating Officer in
fiscal 2009 was 100% of his base salary; and the target
opportunity was 80% of base salary for our other named executive
officers. Each named executive officer must achieve threshold
performance for each metric established in the named executive
officers executive annual incentive plan in order to
receive payment for such metric. To motivate participants to
drive for superior performance, the non-GAAP revenue and EPS
(defined below) portions of the
30
award opportunity are otherwise uncapped in amount, in that
overachievement of performance goals can result in payments in
excess of target, although the Executive Annual Incentive Plan
has an overall cap of $5 million that any single named
executive officer may be paid for a single fiscal year.
Executive Annual Incentive Plan Performance Measures and
Target Setting: Executive Annual Incentive
Plan performance targets are established on or about the
beginning of each plan year. Our management develops proposed
goals with reference to 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, 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 years
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
annual cash incentives, if warranted. In determining the
achievement of performance goals for fiscal 2009 the
Compensation Committee made adjustments for several acquisitions
made during the year. The determination of awards for named
executive officer incentives is formulaic, though the
Compensation Committee has the discretion to reduce awards. The
Compensation Committee did not exercise such discretion for
fiscal 2009.
The performance measures in the Fiscal Year 2009 Executive
Annual Incentive Plans for the named executive officers were as
reported non-GAAP earnings per share (EPS) and non-GAAP revenue
achievement which, for our CEO, CFO and COO, were weighted
equally. For our Group Presidents who are responsible for a
business unit (i.e., J. David Thompson), in addition to revenue
and EPS metrics, the FY09 Executive Annual Incentive Plans also
included business unit performance against budget as a
performance metric. For J. David Thompson, the IT and Services
group performance against budget metric had a 30% weighting,
with the revenue and EPS metrics equally weighted at 35%.
Mr. Hughes became our Group President, Enterprise Products
in January 2009 after serving as Chief Strategy Officer (a
position that does not contain a business unit performance
metric) for the first three quarters of fiscal 2009. As a
result, Mr. Hughess FY09 Executive Annual Incentive
Plan did not include a business unit performance metric.
We used the above performance metrics because:
|
|
|
|
|
Over time, EPS and revenue measures have strongly correlated
with stockholder value creation for Symantec;
|
|
|
|
Improvement in EPS and revenue measures aligns with our overall
growth strategy;
|
|
|
|
The EPS and revenue measures are transparent to investors and
are included in our quarterly earnings releases;
|
|
|
|
The EPS and revenue measures balance growth and
profitability; and
|
|
|
|
The business unit performance metrics drive behavior in a manner
that aligns enterprise and business unit results.
|
For the non-GAAP revenue and non-GAAP EPS metrics for
fiscal 2009, the Compensation Committee established a threshold
and target performance level that represents 80% and 100% of
target funding levels, respectively. Target performance
objectives are 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. If results for a goal are
below threshold, the funding level for that goal is 0%, and
participants will be paid no incentive compensation for that
goal. At threshold, the goal is funded at the 80% level. At
target, the goal is funded at the 100% level. Below target, the
payout for revenue achievement decreases by 5% of the target
opportunity for each additional 1% below target revenue
achievement levels (assuming the threshold is met). Above
target, the payout for revenue achievement increases by 10% of
the target opportunity for each additional 1% above target
achievement levels. Results above target EPS provide an
additional 10% payout for each additional 2.06% above target EPS
achievement levels.
31
Fiscal
Year 2009 Results
For fiscal 2009, our non-GAAP revenue target was
$6.342 billion and our non-GAAP EPS target was $1.36
per share. The Company performed at 97.8% of the revenue goal
($6.204 billion), resulting in a payout for that portion of
the plan at 85% of the plan target amount, and performed at
115.4% of the non-GAAP EPS goal ($1.57 per share),
resulting in a payout for that portion of the plan at 170% of
the plan target amount. These levels of achievement compare to
our reported increases in non-GAAP revenue and non-GAAP EPS
of approximately 1% and 24%, respectively, from fiscal 2008 to
fiscal 2009. The Company does not intend to disclose the
specific targets for the business unit performance against
budget, as its segment-level business plan is highly
confidential and not reported publicly. Disclosing specific
business unit-level spending objectives would provide
competitors and third parties with insights into the
Companys internal planning processes which might allow our
competitors to predict certain business strategies and cause us
competitive harm. The amounts paid out with respect to the
business unit metric applicable to J. David Thompson, our Group
President, IT and Services Group, as a percentage of the target
payout amount, was 110%. No other named executive officer had a
business unit metric included in his FY09 Annual Incentive Plan.
The Compensation Committee believed when it established these
business unit performance metrics under the fiscal 2009 Annual
Incentive Plans that while actual results were uncertain it was
reasonably likely that the Company would achieve at or close to
the target goals. As noted above, performance objectives are
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.
For John Thompson, Enrique Salem, James Beer and Gregory Hughes,
the metric achievements for fiscal 2009 described above resulted
in a payout of 127.5% of the officers respective target
bonus amount; and for J. David Thompson, this achievement
resulted in a 122% payout against his target bonus amount (in
each case, amounts paid are reflected in the Summary
Compensation Table beginning on page 39).
Long Term
Incentive Plans (LTIP)
In May 2008, the Compensation Committee approved our LTIP for
fiscal 2009. Under the terms of the FY09 LTIP, named executive
officers are eligible to receive performance-based compensation
based upon the level of attainment of target operating cash flow
through the Companys fiscal year ending April 3,
2009. The Compensation Committee implemented the FY09 LTIP in
order to provide an ongoing retention and performance incentive
by balancing option and restricted stock unit vesting periods
(four and three years respectively) with another component which
will enhance the alignment to long-term financial performance.
The FY09 LTIP was adopted pursuant to the SEIP most recently
approved by our stockholders in 2008.
As we currently operate the SEIP, the long-term incentive metric
is measured at the end of the one-year performance period (i.e.,
the end of fiscal 2009) and, subject to the meeting of the
performance target(s) and satisfaction of continuing service
requirements, will be paid following the last day of the second
fiscal year following the end of the performance period (i.e.,
the end of fiscal 2011). By basing the LTIP payout on operating
cash flow, the plan focuses on a specific, measurable corporate
goal that is aligned with generating stockholder value, and
provides performance-based compensation based upon the actual
achievement of the goal. We believe that the exclusive metric of
operating cash flow, as opposed to revenue or EPS, appropriately
focuses our executives on tangible growth and cost reduction
opportunities. Operating cash flow is also a direct measure of
business success and balances the annual plan measures that are
not subject to some of the timing issues associated with the
accounting rules relating to revenues and EPS, which can lead to
fluctuations in results that are not necessarily directly tied
to our business success. For our named executive officers, the
target 2009 LTIP awards represented the following percentages of
base salary: John Thompson, 250%; Enrique Salem, 160%; James
Beer, 71%; Gregory Hughes, 69%; and J. David Thompson, 76%. A
participant is eligible for 25% of the target LTIP award if at
least 85% of budgeted operating cash flow is attained with
respect to the performance period and for up to 200% of the
target LTIP award if at least 120% of budgeted operating cash
flow is attained with respect to the performance period. A
participant must be an employee of the Company on the payment
date to receive the payment. Subject to certain limited
exceptions, a participant who terminates his or her employment
with the Company before the payment date will not be eligible to
receive the payment or any prorated portion thereof.
32
For fiscal 2009, our operating cash flow target was
$1,870.3 million and we achieved 89% of our target
($1,670.6 million), resulting in a payout of 45% of target
bonus amounts for our named executive officers who remain our
employees as of the end of fiscal 2011. Accordingly, John
Thompson, Enrique Salem, James Beer, Gregory Hughes and J. David
Thompson will each receive payouts of $900,000, $450,000,
$211,500, $148,500 and $148,500, respectively, if they remain
employed by us on such date. This level of achievement against
target compares to our reported decrease in cash flow from
operations of approximately 9% from fiscal 2008 to fiscal 2009.
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 the Companys equity, our executives
hold a stake in the Companys 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 our competitive talent market.
Our 2004 Equity Incentive Plan provides for the award of stock
options, stock appreciation rights, restricted stock, and
restricted stock units. We granted named executive officers
stock options and restricted stock units in fiscal 2009 (as
described in more detail below). The Company offers all
employees the opportunity to participate in an Employee Stock
Purchase Plan which allows for purchase of stock at a discount
to market through a payroll deduction process. This plan is
designed to comply with Internal Revenue Code Section 423.
During fiscal 2009, two named executive officers participated in
our Employee Stock Purchase Plan.
We seek to provide equity incentive awards which are competitive
with companies in our peer group and the other information
technology companies that the Compensation Committee includes in
its market composite. As such, we establish target equity
incentive award grant guideline levels for the named executive
officers based on market pay 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 participating 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.
For fiscal 2009, approximately 50% of the named executive
officers equity incentive award value was granted in the
form of restricted stock units and approximately 50% in the form
of stock options (other than Mr. Salem, whose equity
incentive award value was weighted more heavily towards options,
as noted above).
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 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 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
average number of shares of common stock outstanding during that
period and expressed as a percentage. For purposes of these
calculations, each full-value award grant (e.g., restricted
stock unit) is treated as the equivalent of the grant of two
options in order to recognize the economic difference in the
equity vehicle types. Our annual gross and net burn rates have
been at or below 3% since fiscal 2005. The Compensation
Committee targets an annual gross burn rate of approximately 3%
to allow for effective attraction, retention and motivation of
senior management and the broader employee base, while staying
within parameters acceptable to stockholders. 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
33
reflected in our financial statements when establishing the
forms of equity to be granted and the size of the overall pool
available. For fiscal 2009, our gross burn rate was 3.04%, our
net burn rate was 2.25%, and our overhang was 19.5%.
Stock Options: Options provide an
incentive for executives to drive long-term share price
appreciation through the development and execution of effective
long-term strategies. Stock option value is only realized if the
trading price of our common stock increases, and option holder
interests are therefore aligned with stockholder interests.
Stock options are issued with exercise prices at 100% of the
grant-date fair market value to assure that executives will
receive a benefit only when the trading price increases. Option
awards generally have value for the executive only if the
executive remains employed for the period required for the
shares to vest. Options granted in fiscal 2009 vest 25% after
the first year and on a monthly basis thereafter for the next
36 months, and, if not exercised, expire in a maximum of
seven years (or earlier in the case of termination of
employment). Providing for four-year option vesting creates
retention value and is in line with market practices among
companies in our market composite. (Details of stock options
granted to the named executive officers in fiscal 2009 are
disclosed in the Grants of Plan-Based Awards table included on
page 41.)
Restricted Stock Units (RSUs): RSUs
represent the right to receive one share of Symantec common
stock for each RSU 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. Starting
in fiscal 2007, we elected to substitute a percentage of the
named executive officers equity incentive award value,
which had historically been provided with only stock options,
with RSUs. This change was made to enhance the retention of
named executive officers and balance the more volatile rewards
associated with stock options. The Compensation Committee
believes that RSUs align the interests of the named executive
officers with the interests of the stockholders because the
value of these awards appreciate if the trading price of our
common stock appreciates, and 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 RSUs granted to our named
executive officers in fiscal 2009 provided that each award vests
in three equal annual installments. The vesting schedule for the
RSUs was intended to complement the four-year vesting period
that applies to stock options and the three-year performance
cycle for the LTIP awards described above and compares to the
two-year vesting schedule applicable to RSU grants made in
fiscal 2008. The combination of these three components provides
an ongoing retention and performance incentive for our senior
management. (Details of RSUs granted to the named executive
officers in fiscal 2009 are disclosed in the Grants of
Plan-Based Awards table on page 41.)
Equity Grant Practices: The
Compensation Committee generally approves grants to the named
executive officers at its first meeting of each fiscal year. The
grant date for all stock options granted to employees, including
the named executive officers, is the 10th day of the month
following the applicable meeting or, if the meeting occurs
within the first ten days of a particular month, the grant date
is the 10th day of that month (in each case, if the 10th day is
not a business day, the grant is generally made on the previous
business day to such day). The exercise price for stock options
is the closing price of our common stock, as reported on the
Nasdaq Global Select Market, on the date of grant. 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.
Change of Control and Severance
Arrangements: The vesting of certain stock
options and RSUs held by our named executive officers will
accelerate if they experience an involuntary (including
constructive) termination of employment under certain
circumstances, as described further under Potential
Payments Upon Termination or Change in Control, beginning
on page 44.
Retention
and 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 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.
No retention awards were provided to our
34
named executive officers in fiscal 2009 as the overall
composition and amount of other reward elements was judged to be
sufficient to provide a reasonable incentive and retention level.
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, selected officers may be eligible to participate in
the deferred compensation plan, and to receive other benefits
described below.
Deferred Compensation: Symantecs
named executive officers are eligible to participate in a
nonqualified deferred compensation plan, which provides
U.S. employees (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. Two of our named executive officers have participated
in this plan. The plan is described further under
Non-Qualified Deferred Compensation in Fiscal 2009,
beginning on page 43.
Additional Benefits: Other benefits
available to named executive officers were Company-paid life
insurance, reimbursement for up to $10,000 for financial
planning services and an allowance for personal travel for the
former CEO on Company aircraft. Symantec no longer retains
access to a Company aircraft, so no such personal travel will be
provided to the named executive officers. The Compensation
Committee believes that these perquisites allow the named
executive officers to focus more of their time and attention on
their employment, which benefits the Company, and that they are
provided in the marketplace for executive talent. The value of
the perquisites we provide are 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 39).
Change in Control Agreements: Our
Executive Retention Plan provides participants with double
trigger acceleration of equity awards, where equity vesting is
only accelerated in the event the individuals employment
is terminated without cause, or is constructively terminated,
within 12 months of a change in control of the Company (as
defined in the plan). We believe that the double trigger
acceleration provision appropriately achieves the intent of the
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
the 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 the Company before a
transaction closes. 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 defer the accelerated vesting of
options to avoid excess payment penalties. Details of each
individual named executive officers benefits, including
estimates of amounts payable in specified circumstances, are
disclosed under Potential Payments Upon Termination or
Change in Control beginning on page 44 below.
35
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
To ensure that our executive management teams interests
are aligned with our stockholders, we instituted stock ownership
requirements in October 2005. Minimum ownership levels are based
on the executives salary grade:
|
|
|
|
|
CEO: 150,000 shares
|
|
|
|
CFO/COO: 85,000 shares
|
|
|
|
Group Presidents and Executive Vice Presidents:
35,000 shares
|
Each person holding one of the positions listed above is
required to acquire and thereafter maintain the stock ownership
required within four years of becoming an executive of the
Company (or four years following the adoption date of these
guidelines).
Stock options and unvested restricted stock or restricted stock
units do not count toward stock ownership requirements. Until an
executive meets the applicable stock ownership requirement, the
executive is encouraged to retain a percentage of any shares
received as a result of the exercise of any stock option or
other equity award, net of the applicable exercise price and tax
withholdings.
As of July 3, 2009, Enrique Salem, Gregory Hughes and J.
David Thompson had reached the stated ownership requirements.
James Beer has yet to reach the required ownership level, but is
within the four-year window since his commencement of employment
in February 2006. John Thompson, our former CEO, although no
longer subject to our management stock ownership requirements,
held over 1.4 million shares as of July 3, 2009. See
the table below for individual ownership levels relative to the
executives ownership requirement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ownership
|
|
|
|
|
|
|
|
|
|
Requirement
|
|
|
Holdings as of
|
|
|
Additional Shares
|
|
Named Executive Officer
|
|
(# of shares)
|
|
|
July 3, 2009
|
|
|
Required
|
|
|
Enrique Salem
|
|
|
150,000
|
|
|
|
181,406
|
|
|
|
|
|
James Beer
|
|
|
85,000
|
|
|
|
60,285
|
|
|
|
24,715
|
|
Gregory Hughes
|
|
|
35,000
|
|
|
|
52,560
|
|
|
|
|
|
J. David Thompson
|
|
|
35,000
|
|
|
|
41,264
|
|
|
|
|
|
John Thompson
|
|
|
N/A
|
|
|
|
1,452,591
|
|
|
|
|
|
Recoupment
Policies (Clawbacks)
During fiscal 2009, the Company added provisions to its
executive annual incentive plans to the effect that the Company
will seek reimbursement of excess incentive cash compensation if
the Companys financial statements are the subject of a
restatement due to error or misconduct. The Companys long
term incentive plans have contained such provisions since their
inception during fiscal 2008.
Certain
Other Securities Matters
Our Insider Trading Policy provides that no director or
executive officer may maintain a margin arrangement involving
Symantecs securities while in possession of material
non-public information about Symantec, engage in any short sale
transaction involving Symantecs securities or purchase or
write any put or call option involving Symantecs
securities.
In addition, our Insider Trading Policy requires that our Chief
Executive Officer, Chief Operating Officer, Chief Financial
Officer, and each of our directors conduct open market
transactions in our securities only through use of stock trading
plans adopted pursuant to
Rule 10b5-1
of the Securities Exchange Act of 1934.
Rule 10b5-1
allows insiders to sell and diversify their holdings in our
stock over a designated period by adopting pre-arranged
36
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 to the extent that
any of these persons receives more than $1,000,000 in
nonperformance-based compensation in any one year. While the
Compensation Committee considers the Companys ability to
deduct compensation amounts paid or to be paid to its executive
officers in determining appropriate levels or manner of
compensation, it may from time to time approve additional
amounts of compensation that are not fully deductible under
Section 162(m).
Salaries for officers do not qualify as performance-based
compensation; however, as no officer received salary in excess
of $1,000,000 during fiscal 2009, the entire amount of salaries
paid to our named executive officers is deductible. Our
executive annual incentive and cash long-term incentive plans
are structured so that they are performance-based and therefore
deductible. We believe that all of the stock options granted to
the executive officers under our 1996 Equity Incentive Plan and
2004 Equity Incentive Plan qualify under Section 162(m) as
performance-based compensation and that all amounts of
compensation related to options held by our executive officers
should be fully deductible. Our RSU grants vest on a time-based
vesting schedule and therefore are not considered
performance-based under the Section 162(m) rules.
Accordingly, amounts of compensation related to RSUs held by our
executive officers may not be fully deductible (depending upon
the value of our stock, and the amount of other
nonperformance-based compensation an officer has during the year
in which any portion of an RSU vests).
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 44 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 SFAS 123R. 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.
37
Compensation
Committee Interlocks and Insider Participation
The members of Symantecs Compensation Committee during
fiscal year 2009 were Michael A. Brown, William T. Coleman,
Geraldine B. Laybourne, David L. Mahoney and Daniel H. Schulman.
None of the members of Symantecs Compensation Committee in
fiscal year 2009 was at any time during fiscal year 2009 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 Symantecs executive officers has served as a
member of the Board, 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 or Compensation Committee
during fiscal year 2009.
Compensation
Committee Report
The information contained in the following report of
Symantecs 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 incorporated into our Annual Report on
Form 10-K
for the fiscal year ended April 3, 2009.
By: The Compensation Committee of the Board of Directors:
Michael A. Brown
William T. Coleman
Geraldine B. Laybourne
David L. Mahoney
Daniel H. Schulman (Chair)
38
Summary
of Compensation
The following table shows for the fiscal year ended
April 3, 2009, compensation awarded to or paid to, or
earned by, our Chief Executive Officer, our Chief Financial
Officer and 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 April 3,
2009 (the Named Executive Officers or
NEOs).
Summary
Compensation Table for Fiscal 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
Incentive Plan
|
|
|
All Other
|
|
|
|
|
|
|
Fiscal
|
|
|
Salary
|
|
|
Bonus
|
|
|
Awards
|
|
|
Awards
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Total
|
|
Name and Principal Position
|
|
Year
|
|
|
($)
|
|
|
($)
|
|
|
($)(1)
|
|
|
($)(2)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
John W. Thompson
|
|
|
2009
|
|
|
|
800,000
|
|
|
|
|
|
|
|
676,495
|
|
|
|
3,037,417
|
|
|
|
2,430,000
|
(3)
|
|
|
81,880
|
(4)
|
|
|
7,025,792
|
|
Chairman of the Board of
|
|
|
2008
|
|
|
|
800,000
|
|
|
|
|
|
|
|
|
|
|
|
3,415,203
|
(5)
|
|
|
1,150,000
|
(6)
|
|
|
273,641
|
(7)
|
|
|
5,638,844
|
|
Directors and former Chief Executive Officer
|
|
|
2007
|
|
|
|
800,000
|
|
|
|
|
|
|
|
|
|
|
|
3,523,104
|
(5)
|
|
|
350,000
|
(6)
|
|
|
108,611
|
(8)
|
|
|
4,781,715
|
|
James A. Beer
|
|
|
2009
|
|
|
|
660,000
|
|
|
|
|
|
|
|
1,087,546
|
|
|
|
795,750
|
|
|
|
884,700
|
(9)
|
|
|
8,998
|
(10)
|
|
|
3,436,994
|
|
Executive Vice President,
|
|
|
2008
|
|
|
|
660,000
|
|
|
|
|
|
|
|
840,845
|
|
|
|
639,896
|
|
|
|
1,079,700
|
(11)
|
|
|
17,997
|
(12)
|
|
|
3,238,438
|
|
Chief Financial Officer
|
|
|
2007
|
|
|
|
650,000
|
|
|
|
760,000
|
(13)
|
|
|
423,047
|
|
|
|
449,840
|
|
|
|
|
|
|
|
48,326
|
(14)
|
|
|
2,331,213
|
|
Enrique Salem
|
|
|
2009
|
|
|
|
625,000
|
|
|
|
|
|
|
|
925,055
|
|
|
|
1,072,058
|
|
|
|
1,246,875
|
(15)
|
|
|
15,756
|
(16)
|
|
|
3,884,744
|
|
President and Chief Executive Officer
|
|
|
2008
|
|
|
|
509,659
|
|
|
|
|
|
|
|
1,303,963
|
|
|
|
919,970
|
|
|
|
941,386
|
(17)
|
|
|
21,482
|
(18)
|
|
|
3,696,460
|
|
Gregory W. Hughes
|
|
|
2009
|
|
|
|
475,860
|
|
|
|
|
|
|
|
743,703
|
|
|
|
1,083,030
|
|
|
|
633,877
|
(19)
|
|
|
16,655
|
(20)
|
|
|
2,953,125
|
|
Group President,
|
|
|
2008
|
|
|
|
475,860
|
|
|
|
|
|
|
|
1,397,513
|
|
|
|
1,103,271
|
|
|
|
983,098
|
(21)
|
|
|
43,434
|
(22)
|
|
|
4,003,176
|
|
Enterprise Product Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. David Thompson
|
|
|
2009
|
|
|
|
435,000
|
|
|
|
|
|
|
|
973,064
|
|
|
|
709,240
|
|
|
|
573,930
|
(23)
|
|
|
6,000
|
(24)
|
|
|
2,697,234
|
|
Group President, Information Technology and Services Group
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Amounts shown in this column reflect our accounting expense for
these awards and do not reflect whether the recipient has
actually realized a financial benefit from the awards (such as
by vesting in a restricted stock unit award). This column
represents the dollar amount recognized for financial statement
reporting purposes with respect to the applicable fiscal year
for the fair value of restricted stock units held by the NEOs in
accordance with SFAS 123R. Pursuant to SEC rules, the
amounts shown exclude the impact of estimated forfeitures
related to service-based vesting conditions. No stock awards
were forfeited by any of the NEOs during fiscal 2007, 2008 or
2009. For additional information on the valuation assumptions
with respect to grants made in fiscal 2009, refer to
Note 13 of the financial statements in our
Form 10-K
for the fiscal year ended April 3, 2009, as filed with the
SEC. For information on the valuation assumptions with respect
to grants made prior to fiscal 2009, refer to the Employee
Benefits and Stock-Based Compensation note of the
financial statements in our
Form 10-K
for the respective year. |
|
(2) |
|
Amounts shown in this column reflect our accounting expense for
these awards and do not reflect whether the recipient has
actually realized a financial benefit from the awards (such as
by exercising stock options). This column represents the dollar
amount recognized for financial statement reporting purposes
with respect to the applicable fiscal year for the fair value of
stock options granted to the NEOs. The fair value was estimated
using the Black-Scholes option pricing model in accordance with
SFAS 123R. Pursuant to SEC rules, the amounts shown exclude
the impact of estimated forfeitures related to service-based
vesting conditions. For additional information on the valuation
assumptions with respect to grants made in fiscal 2009, refer to
Note 13 of the financial statements in our
Form 10-K
for the fiscal year ended April 3, 2009, as filed with the
SEC. For information on the valuation assumptions with respect
to grants made prior to fiscal 2009, refer to the Employee
Benefits and Stock-Based Compensation note of the
financial statements in our
Form 10-K
for the respective year. |
|
(3) |
|
This amount represents (a) $1,530,000 for
Mr. Thompsons executive annual bonus under his
Executive Annual Incentive Plan for fiscal 2009, which was
earned in fiscal 2009 and paid in fiscal 2010, and
(b) $900,000 accrued on Mr. Thompsons behalf for
performance during fiscal 2009 under the FY09 LTIP.
Mr. Thompson will be eligible to receive the FY09 LTIP
award if he remains employed by the Company through the last day
of fiscal 2011. |
|
(4) |
|
This amount includes (a) $8,797 for coverage of expenses
related to Mr. Thompsons attendance at the
Companys FY08 sales achievers trip and Board
retreat, (b) $14,278 for term executive life insurance and |
39
|
|
|
|
|
individual long term disability insurance premium payments made
by the Company, (c) $6,000 for the Companys
contributions to Mr. Thompsons account under its
401(k) plan and (d) $30,647 for incremental costs incurred
by the Company in connection with personal use of the Company
aircraft. Incremental costs include variable costs directly
related to the personal use of the Company aircraft, such as
fuel, hourly usage rates and federal excise taxes. |
|
(5) |
|
This amount represents stock option awards granted to
Mr. Thompson prior to fiscal 2007; Mr. Thompson
declined his long term equity incentive grants in fiscal 2007
and 2008. |
|
(6) |
|
This amount represents the NEOs executive annual bonus
under the NEOs Executive Annual Incentive Plan for the
applicable fiscal year, which was earned in such fiscal year and
paid in the following fiscal year. |
|
(7) |
|
This amount includes (a) $22,906 for coverage of expenses
related to Mr. Thompsons attendance at the
Companys FY07 sales achievers trip and Board
retreat, (b) $14,386 for term executive life insurance and
individual long term disability insurance premium payments made
by the Company, (c) $6,000 for the Companys
contributions to Mr. Thompsons account under its
401(k) plan and (d) $184,689 for incremental costs incurred
by the Company in connection with personal use of the Company
aircraft. Incremental costs include variable costs directly
related to the personal use of the Company aircraft, such as
fuel, hourly usage rates and federal excise taxes. |
|
(8) |
|
This amount represents (a) term executive life insurance
and individual long term disability insurance premium payments
made by the Company, and (b) $88,225 for incremental costs
incurred by the Company in connection with
Mr. Thompsons personal use of the Company aircraft.
Incremental costs include variable costs directly related to the
personal use of the Company aircraft, such as fuel, hourly usage
rates and federal excise taxes. |
|
(9) |
|
This amount includes (a) $673,200 for Mr. Beers
executive annual bonus under his Executive Annual Incentive Plan
for fiscal 2009, which was earned in fiscal 2009 and paid in
fiscal 2010, and (b) $211,500 accrued on
Mr. Beers behalf for performance during fiscal 2009
under the FY09 LTIP. Mr. Beer will be eligible to receive
the FY09 LTIP award if he remains employed by the Company
through the last day of fiscal 2011. |
|
(10) |
|
This amount represents coverage of expenses related to
attendance at the FY08 Board retreat, reimbursement for tax
services and the Companys contributions to
Mr. Beers account under its 401(k) plan. |
|
(11) |
|
This amount represents (a) $607,200 for
Mr. Beers executive annual bonus under his Executive
Annual Incentive Plan for fiscal 2008, which was earned in
fiscal 2008 and paid in fiscal 2009, and (b) $472,500
accrued on Mr. Beers behalf for performance during
fiscal 2008 under the FY08 LTIP. Mr. Beer will be eligible
to receive the FY08 LTIP award if he remains employed by the
Company through the last day of fiscal 2010. |
|
(12) |
|
This amount represents coverage of expenses related to
attendance at the FY07 Board retreat, reimbursement for tax
services and the Companys contributions to
Mr. Beers account under its 401(k) plan. |
|
(13) |
|
Pursuant to his offer letter, Mr. Beer was paid the
following bonuses in the 2007 fiscal year: (a) $260,000,
representing 50% of his annual bonus as calculated under his
FY07 Executive Annual Incentive Plan, and (b) $500,000,
upon the six month anniversary of his employment commencement
date. |
|
(14) |
|
This amount includes $46,295 in relocation expenses. Relocation
expenses include reimbursements made to Mr. Beer for his
out-of-pocket
expenses, amounts that were paid directly to third party vendors
and tax gross up for such expenses. |
|
(15) |
|
This amount represents (a) $796,875 for
Mr. Salems executive annual bonus under his Executive
Annual Incentive Plan for fiscal 2009, which was earned in
fiscal 2009 and paid in fiscal 2010, and (b) $450,000
accrued on Mr. Salems behalf for performance during
fiscal 2009 under the FY09 LTIP. Mr. Salem will be eligible
to receive the FY09 LTIP award if he remains employed by the
Company through the last day of fiscal 2011. |
|
(16) |
|
This amount represents coverage of expenses related to
attendance at the Companys FY08 sales achievers trip
and Board retreat. |
|
(17) |
|
This amount represents (a) $468,886 for
Mr. Salems executive annual bonus under his Executive
Annual Incentive Plan for fiscal 2008, which was earned in
fiscal 2008 and paid in fiscal 2009, and (b) $472,500
accrued on Mr. Salems behalf for performance during
fiscal 2008 under the FY08 LTIP. Mr. Salem will be eligible
to receive the FY08 LTIP award if he remains employed by the
Company through the last day of fiscal 2010. |
|
(18) |
|
This amount represents coverage of expenses related to
attendance at the Companys FY07 sales achievers trip
and Board retreat. |
40
|
|
|
(19) |
|
This amount represents (a) $485,377 for
Mr. Hughes executive annual bonus under his Executive
Annual Incentive Plan for fiscal 2009, which was earned in
fiscal 2009 and paid in fiscal 2010, and (b) $148,500
accrued on Mr. Hughes behalf for performance during
fiscal 2009 under the FY09 LTIP. Mr. Hughes will be
eligible to receive the FY09 LTIP award if he remains employed
by the Company through the last day of fiscal 2011. |
|
(20) |
|
This amount includes coverage of expenses related to attendance
at the Companys FY08 Board retreat, the Companys
contributions to Mr. Hughes account under its 401(k)
plan and reimbursement for tax services. |
|
(21) |
|
This amount represents (a) $510,598 for
Mr. Hughes executive annual bonus under his Executive
Annual Incentive Plan for fiscal 2008, which was earned in
fiscal 2008 and paid in fiscal 2009, and (b) $472,500
accrued on Mr. Hughes behalf for performance during
fiscal 2008 under the FY08 LTIP. Mr. Hughes will be
eligible to receive the FY08 LTIP award if he remains employed
by the Company through the last day of fiscal 2010. |
|
(22) |
|
This amount represents $37,826 for coverage of expenses related
to attendance at the Companys FY07 sales achievers
trip and Board retreat, the Companys contributions to
Mr. Hughes account under its 401(k) plan and
reimbursement for tax services. |
|
(23) |
|
This amount represents (a) $425,430 for
Mr. Thompsons executive annual bonus under his
Executive Annual Incentive Plan for fiscal 2009, which was
earned in fiscal 2009 and paid in fiscal 2010, and
(b) $148,500 accrued on Mr. Thompsons behalf for
performance during fiscal 2009 under the FY09 LTIP.
Mr. Thompson will be eligible to receive the FY09 LTIP
award if he remains employed by the Company through the last day
of fiscal 2011. |
|
(24) |
|
This amount represents the Companys contributions to
Mr. Thompsons account under its 401(k) plan. |
The following table shows for the fiscal year ended
April 3, 2009, certain information regarding grants of
plan-based awards to the Named Executive Officers from our
incentive plans:
Grants of
Plan-Based Awards in Fiscal 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Awards:
|
|
|
|
|
|
Grant Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Exercise or
|
|
|
Fair Value
|
|
|
|
|
|
|
Estimated Future Payouts Under Non-Equity
|
|
|
Shares of
|
|
|
Securities
|
|
|
Base Price
|
|
|
of Stock
|
|
|
|
|
|
|
Incentive Plan Awards
|
|
|
Stock or
|
|
|
Underlying
|
|
|
of Option
|
|
|
and Option
|
|
|
|
Grant
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Units
|
|
|
Options
|
|
|
Awards
|
|
|
Awards
|
|
Name
|
|
Date(2)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
(#)
|
|
|
(#)
|
|
|
($/Sh)
|
|
|
($)
|
|
|
John W. Thompson
|
|
|
5/9/2008
|
|
|
|
600,000
|
(1)
|
|
|
1,200,000
|
(1)
|
|
|
5,000,000
|
(1)
|
|
|
115,000
|
|
|
|
380,000
|
|
|
|
19.99
|
|
|
|
4,306,276
|
|
|
|
|
|
|
|
|
500,000
|
(3)
|
|
|
2,000,000
|
(3)
|
|
|
4,000,000
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James A. Beer
|
|
|
5/9/2008
|
|
|
|
264,000
|
(1)
|
|
|
528,000
|
(1)
|
|
|
5,000,000
|
(1)
|
|
|
30,000
|
|
|
|
100,000
|
|
|
|
19.99
|
|
|
|
1,127,970
|
|
|
|
|
|
|
|
|
117,500
|
(3)
|
|
|
470,000
|
(3)
|
|
|
940,000
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enrique Salem
|
|
|
5/9/2008
|
|
|
|
312,500
|
(1)
|
|
|
625,000
|
(1)
|
|
|
5,000,000
|
(1)
|
|
|
50,000
|
|
|
|
240,000
|
|
|
|
19.99
|
|
|
|
2,267,348
|
|
|
|
|
|
|
|
|
250,000
|
(3)
|
|
|
1,000,000
|
(3)
|
|
|
2,000,000
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory W. Hughes
|
|
|
5/9/2008
|
|
|
|
190,344
|
(1)
|
|
|
380,688
|
(1)
|
|
|
5,000,000
|
(1)
|
|
|
30,000
|
|
|
|
100,000
|
|
|
|
19.99
|
|
|
|
1,127,970
|
|
|
|
|
|
|
|
|
82,500
|
(3)
|
|
|
330,000
|
(3)
|
|
|
660,000
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
J. David Thompson
|
|
|
5/9/2008
|
|
|
|
174,000
|
(1)
|
|
|
348,000
|
(1)
|
|
|
5,000,000
|
(1)
|
|
|
30,000
|
|
|
|
90,000
|
|
|
|
19.99
|
|
|
|
1,075,143
|
|
|
|
|
|
|
|
|
82,500
|
(3)
|
|
|
330,000
|
(3)
|
|
|
660,000
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents threshold, target and maximum payouts with respect to
each applicable metric under the FY09 Executive Annual Incentive
Plan. |
|
(2) |
|
Represents grant date of stock awards and option awards. |
|
(3) |
|
Represents threshold, target and maximum payouts under the FY09
LTIP. Payment under this plan is contingent upon employment
through the last day of fiscal 2011. |
For a summary of the terms of the FY09 Executive Annual
Incentive Plan, see Compensation Discussion &
Analysis (CD&A) Compensation
Components Executive Annual Incentive Plans
beginning on page 30. For a summary of the terms of the
FY09 LTIP, see Compensation Discussion &
Analysis (CD&A) Compensation
Components Long Term Incentive Plans (LTIP)
beginning on page 32.
41
The following table shows for the fiscal year ended
April 3, 2009, certain information regarding outstanding
equity awards at fiscal year end for the Named Executive
Officers.
Outstanding
Equity Awards At Fiscal Year-End 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Market Value
|
|
|
|
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
Shares or
|
|
|
of Shares or
|
|
|
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
Units of
|
|
|
Units of
|
|
|
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
|
|
|
Stock That
|
|
|
Stock That
|
|
|
|
|
|
|
Options
|
|
|
Options
|
|
|
Exercise
|
|
|
Option
|
|
|
Have Not
|
|
|
Have Not
|
|
|
|
|
|
|
(#)
|
|
|
(#)
|
|
|
Price
|
|
|
Expiration
|
|
|
Vested
|
|
|
Vested
|
|
Name
|
|
Grant Date
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
($)
|
|
|
Date
|
|
|
(#)
|
|
|
($)
|
|
|
John W. Thompson
|
|
|
12/18/2000
|
|
|
|
2,256,856
|
|
|
|
|
|
|
|
4.32
|
|
|
|
12/18/2010
|
|
|
|
|
|
|
|
|
|
|
|
|
12/5/2001
|
|
|
|
3,891,274
|
|
|
|
|
|
|
|
8.21
|
|
|
|
12/5/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
10/20/2004
|
|
|
|
500,000
|
|
|
|
|
|
|
|
27.68
|
|
|
|
10/20/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
10/20/2005
|
|
|
|
640,625
|
|
|
|
109,375
|
(1)
|
|
|
22.68
|
|
|
|
10/20/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
5/9/2008
|
|
|
|
|
|
|
|
380,000
|
(2)
|
|
|
19.99
|
|
|
|
5/9/2015
|
|
|
|
115,000
|
(9)
|
|
|
1,866,450
|
|
James A. Beer
|
|
|
3/3/2006
|
|
|
|
231,250
|
|
|
|
68,750
|
(3)
|
|
|
16.98
|
|
|
|
3/3/2013
|
|
|
|
25,000
|
(10)
|
|
|
405,750
|
|
|
|
|
5/10/2007
|
|
|
|
68,750
|
|
|
|
81,250
|
(4)
|
|
|
19.48
|
|
|
|
5/10/2014
|
|
|
|
25,000
|
(11)
|
|
|
405,750
|
|
|
|
|
5/9/2008
|
|
|
|
|
|
|
|
100,000
|
(2)
|
|
|
19.99
|
|
|
|
5/9/2015
|
|
|
|
30,000
|
(12)
|
|
|
486,900
|
|
Enrique Salem
|
|
|
6/22/2004
|
|
|
|
174,836
|
|
|
|
|
|
|
|
1.61,
|
|
|
|
6/22/2014,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20.36
|
(18)
|
|
|
7/15/2013,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/5/2012
|
(16)
|
|
|
|
|
|
|
|
|
|
|
|
10/20/2005
|
|
|
|
59,791
|
|
|
|
10,209
|
(1)
|
|
|
22.68
|
|
|
|
10/20/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
5/12/2006
|
|
|
|
123,958
|
|
|
|
51,042
|
(6)
|
|
|
17.02
|
|
|
|
5/12/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
5/10/2007
|
|
|
|
68,750
|
|
|
|
81,250
|
(4)
|
|
|
19.48
|
|
|
|
5/10/2014
|
|
|
|
25,000
|
(11)
|
|
|
405,750
|
|
|
|
|
2/8/2008
|
|
|
|
27,083
|
|
|
|
72,917
|
(7)
|
|
|
17.90
|
|
|
|
2/8/2015
|
|
|
|
22,500
|
(13)
|
|
|
365,175
|
|
|
|
|
5/9/2008
|
|
|
|
|
|
|
|
240,000
|
(2)
|
|
|
19.99
|
|
|
|
5/9/2015
|
|
|
|
50,000
|
(14)
|
|
|
811,500
|
|
Gregory W. Hughes
|
|
|
11/4/2003
|
|
|
|
562,099
|
|
|
|
|
|
|
|
32.96
|
|
|
|
11/4/2010,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11/4/2013
|
(17)
|
|
|
|
|
|
|
|
|
|
|
|
2/15/2005
|
|
|
|
252,945
|
|
|
|
|
|
|
|
21.85
|
|
|
|
2/15/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
7/2/2005
|
|
|
|
82,030
|
|
|
|
5,470
|
(5)
|
|
|
21.22
|
|
|
|
7/2/2015
|
|
|
|
|
|
|
|
|
|
|
|
|
10/20/2005
|
|
|
|
29,895
|
|
|
|
5,105
|
(1)
|
|
|
22.68
|
|
|
|
10/20/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
5/12/2006
|
|
|
|
88,541
|
|
|
|
36,459
|
(6)
|
|
|
17.02
|
|
|
|
5/12/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
5/10/2007
|
|
|
|
68,750
|
|
|
|
81,250
|
(4)
|
|
|
19.48
|
|
|
|
5/10/2014
|
|
|
|
25,000
|
(11)
|
|
|
405,750
|
|
|
|
|
5/9/2008
|
|
|
|
|
|
|
|
100,000
|
(2)
|
|
|
19.99
|
|
|
|
5/9/2015
|
|
|
|
30,000
|
(12)
|
|
|
486,900
|
|
J. David Thompson
|
|
|
2/3/2006
|
|
|
|
237,500
|
|
|
|
62,500
|
(8)
|
|
|
16.90
|
|
|
|
2/3/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
5/10/2007
|
|
|
|
45,833
|
|
|
|
54,167
|
(4)
|
|
|
19.48
|
|
|
|
5/10/2014
|
|
|
|
16,666
|
(15)
|
|
|
270,489
|
|
|
|
|
5/9/2008
|
|
|
|
|
|
|
|
90,000
|
(2)
|
|
|
19.99
|
|
|
|
5/9/2015
|
|
|
|
30,000
|
(12)
|
|
|
486,900
|
|
|
|
|
(1) |
|
Unvested options vest in equal installments monthly on the 20th
of each month ending on 10/20/2009. |
|
(2) |
|
Unvested options vest in equal installments monthly on the 9th
of each month ending 5/9/2012. |
|
(3) |
|
Unvested options vest in equal installments monthly on the 28th
of each month ending on 2/28/2010. |
|
(4) |
|
Unvested options vest in equal installments monthly on the 10th
of each month ending on 5/10/2011. |
|
(5) |
|
Unvested options vest monthly on the 2nd of each month ending on
7/2/2009. |
|
(6) |
|
Unvested options vest in equal installments monthly on the 12th
of each month ending on 5/12/2010. |
|
(7) |
|
Unvested options vest in equal installments monthly on the 8th
of each month ending 2/8/2012. |
|
(8) |
|
Unvested options vest in equal installments monthly on the 30th
of each month ending on 1/30/2010. |
|
(9) |
|
38,333 shares vested on 6/1/2009, 38,333 shares to
vest on 6/1/2010 and 38,334 shares to vest on 6/1/2011. |
|
(10) |
|
25,000 shares to vest on 3/3/2010. |
42
|
|
|
(11) |
|
25,000 shares vested on 6/1/2009. |
|
(12) |
|
10,000 shares vested on 6/1/2009, 10,000 shares to
vest on 6/1/2010 and 10,000 shares to vest on 6/1/2011. |
|
(13) |
|
7,500 shares to vest on 3/1/2010, 7,500 shares to vest
on 3/1/2011, and 7,500 shares to vest on 3/1/2012. |
|
(14) |
|
16,666 shares vested on 6/1/2009, 16,667 shares to
vest on 6/1/2010 and 16,667 shares to vest on 6/1/2011. |
|
(15) |
|
16,666 shares vested on 6/1/2009. |
|
(16) |
|
9,162 shares expire on 12/5/2012, 45,674 shares expire
on 7/15/2013, and 120,000 shares expire on 6/22/2014. |
|
(17) |
|
558,306 shares expire on 11/4/2010 and 3,793 shares
expire on 11/4/2013. |
|
(18) |
|
54,836 shares granted at $1.61 and 120,000 shares
granted at $20.36. |
The following table shows for the fiscal year ended
April 3, 2009, certain information regarding option
exercises and stock vested during the last fiscal year with
respect to the Named Executive Officers:
Option
Exercises and Stock Vested in Fiscal 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
Acquired
|
|
|
Value Realized
|
|
|
Acquired
|
|
|
Value Realized
|
|
|
|
on Exercise
|
|
|
on Exercise
|
|
|
on Vesting
|
|
|
on Vesting
|
|
Name
|
|
(#)
|
|
|
($)
|
|
|
(#)
|
|
|
($)
|
|
|
John W. Thompson
|
|
|
952,966
|
|
|
|
12,441,136
|
|
|
|
|
|
|
|
|
|
James A. Beer
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
|
869,750
|
|
Gregory W. Hughes
|
|
|
|
|
|
|
|
|
|
|
130,269
|
|
|
|
2,364,193
|
|
Enrique Salem
|
|
|
16,000
|
|
|
|
335,362
|
|
|
|
132,500
|
|
|
|
2,380,975
|
|
J. David Thompson
|
|
|
|
|
|
|
|
|
|
|
50,000
|
|
|
|
873,169
|
|
Non-Qualified
Deferred Compensation in Fiscal 2009
The table below provides information on the non-qualified
deferred compensation of the named executive officers for the
fiscal year ended April 3, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Qualified Deferred Compensation
|
|
|
|
Executive
|
|
|
Registrant
|
|
|
Aggregate
|
|
|
|
|
|
Aggregate
|
|
|
|
Contributions in
|
|
|
Contributions in
|
|
|
Earnings in
|
|
|
Aggregate
|
|
|
Balance at
|
|
|
|
Last Fiscal
|
|
|
Last Fiscal
|
|
|
Last Fiscal
|
|
|
Withdrawals/
|
|
|
Last Fiscal
|
|
|
|
Year
|
|
|
Year
|
|
|
Year
|
|
|
Distributions
|
|
|
Year-End
|
|
Name
|
|
($)
|
|
|
($)
|
|
|
($)(3)
|
|
|
($)
|
|
|
($)
|
|
|
John W. Thompson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James Beer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enrique Salem
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gregory W. Hughes
|
|
|
266,345
|
(1)
|
|
|
|
|
|
|
(205,034
|
)
|
|
|
|
|
|
|
487,072
|
|
J. David Thompson
|
|
|
71,209
|
(2)
|
|
|
|
|
|
|
(25,188
|
)
|
|
|
|
|
|
|
74,586
|
|
|
|
|
(1) |
|
Represents $57,000 reported under the Salary column
and $209,345 reported under the Non-Equity Incentive Plan
Compensation column of the Summary Compensation
Table for Fiscal 2009. |
|
(2) |
|
Represents $27,187 reported under the Salary column
and $44,022 reported under the Non-Equity Incentive Plan
Compensation column of the Summary Compensation
Table for Fiscal 2009. |
|
(3) |
|
Amounts reflected are not included in the Summary
Compensation Table because the earnings are not
preferential or above-market. |
In fiscal 2009, 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
43
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 be
distributed to the participant following his or her termination
of employment with us for any reason and 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 the named executive officers in the case of
their termination of employment
and/or a
change in control of Symantec. For information regarding
potential payouts upon termination under the Deferred
Compensation Plan, in which Gregory Hughes and J. David Thompson
participate, see Non-Qualified Deferred Compensation in
Fiscal 2009 above.
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 and June 2007. Under the
terms of the plan, all equity compensation awards (including,
among others, options and restricted stock units) granted by the
Company to the Companys Section 16(b) officers
(including the named executive officers) would become fully
vested and, if applicable, exercisable following a change in
control of the Company (as defined in the plan) after which the
officers employment is terminated without cause or
constructively terminated by the acquirer within 12 months
after the change in control.
Symantec
Corporation Severance Plan
During fiscal 2008, we adopted the Symantec Corporation
Severance Plan, effective as of July 1, 2007, to provide
severance benefits to certain eligible employees of Symantec.
Individual employees must meet certain criteria in order to
participate in the plan, including, among other criteria,
(i) the employee 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 and (ii) the employee was
involuntarily terminated from active employment because of
market conditions or division performance resulting in
elimination of their position, and not solely because of poor
work performance.
Under the terms of the plan, eligible employees at the Vice
President level or above receive severance payments calculated
as follows: (i) severance payments equal to ten weeks of
base pay if such employee has been employed by Symantec for one
year or less; or (ii) severance payments equal to ten weeks
of base pay plus the amount calculated by multiplying two weeks
of base pay times the number of years of such employees
employment by Symantec after the first year of employment,
prorated through the termination date. If an eligible employee
timely elects COBRA continuation coverage under Symantecs
group insurance plans, Symantec will also subsidize the full
amount of premiums for such eligible employees for the period of
time upon which severance payments are paid under the plan.
Symantec will subsidize premiums for continuation coverage at
the same level of coverage in effect immediately before
termination of employment for the applicable employee. Eligible
employees at the Vice President level are also entitled to
receive six months of outplacement services, including
counseling and guidance.
Payment of severance payments and COBRA premiums and provision
of outplacement assistance pursuant to the Symantec Corporation
Severance Plan is subject to the applicable employees
returning a release of claims against Symantec.
44
John
W. Thompson
Through the end of fiscal year 2009, Mr. Thompson was our
Chief Executive Officer and potential payouts to him in the case
of his termination of employment
and/or a
change in control of Symantec were provided for under his
employment agreement with us dated April 11, 1999. In
connection with his retirement as our Chief Executive Officer on
April 4, 2009, we entered into a letter agreement with
Mr. Thompson, dated April 6, 2009, which supersedes
and replaces his employment agreement and provides that he will
be eligible for severance benefits as set forth in the Symantec
Corporation Severance Plan rather than the severance benefits
provided for under his employment agreement.
In accordance with his April 11, 1999 employment agreement,
in the event Mr. Thompson resigned with good reason (i.e.,
material reduction in responsibilities, position or salary) or
was terminated without cause (as defined in the agreement),
prior to his retirement as Chief Executive Officer on
April 4, 2009, he was entitled to a severance payment equal
to twice his annual base salary, the vesting of his outstanding
options would be accelerated by two years and he would be
entitled to reimbursement of COBRA premiums for the maximum
period permitted by law. We also began maintaining a $5,000,000
term executive life insurance policy on Mr. Thompson for
the benefit of his family and coverage under our long term
disability plan that would pay Mr. Thompson up to $20,000
per month following the 180th day after any disability.
In the event that Mr. Thompsons employment was
terminated due to his death or disability, prior to his
retirement as Chief Executive Officer on April 4, 2009, the
vesting of his outstanding options would have been accelerated
by two years. Additionally, in the case of his death, his
designated beneficiary would have been entitled to a single lump
sum death benefit of $5,000,000 (in accordance with
Symantecs life insurance plan), and in the case of his
disability, he would have been entitled to disability payments
of up to $20,000 a month after 180 days of continued
disability (in accordance with Symantecs long term
disability plan). If Mr. Thompson had died or if the Board
had determined that he was disabled as of April 3, 2009,
his beneficiaries would have received $5,000,000, or he would
have thereafter begun receiving payments of $25,000 per month
for 60 months followed by payments of $10,000 per month for
36 months, as the case may be, under these arrangements.
The following table summarizes the value of the payouts to
Mr. Thompson pursuant to Mr. Thompsons
employment agreement and the Symantec Executive Retention Plan,
assuming a qualifying termination as of April 3, 2009
(intrinsic values of equity awards are based upon the closing
price for a share of our common stock of $16.23 on April 3,
2009 minus the exercise price):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination
|
|
|
|
|
|
|
|
|
|
|
Without Cause
|
|
|
|
|
|
|
|
|
|
|
or Constructive
|
|
|
|
|
|
|
|
|
|
|
Termination
|
|
|
|
|
|
|
|
|
|
|
Within
|
|
|
|
|
|
|
|
|
|
|
12 Months of a
|
|
|
|
|
|
|
|
Resignation with Good Reason or
|
|
|
Change of
|
|
|
|
|
|
|
|
Termination Without Cause
|
|
|
Control
|
|
|
Termination Due to Death
|
|
|
Termination Due to Disability
|
|
|
|
|
Option
|
|
|
COBRA
|
|
|
Option
|
|
|
RSU
|
|
|
Option
|
|
|
Death
|
|
|
Option
|
|
|
Long Term Disability
|
|
Severance Pay
|
|
|
Vesting
|
|
|
Premiums
|
|
|
Vesting
|
|
|
Vesting
|
|
|
Vesting
|
|
|
Benefit
|
|
|
Vesting
|
|
|
Benefits
|
|
|
$
|
1,000,000
|
|
|
$
|
0
|
|
|
$
|
29,137
|
|
|
$
|
0
|
|
|
$
|
1,866,450
|
|
|
$
|
0
|
|
|
$
|
5,000,000
|
|
|
$
|
0
|
|
|
|
$25,000/month for 60 months and
$10,000/month for 36 months thereafter
|
|
The following table summarizes the value of the payouts to
Mr. Thompson pursuant to the Symantec Corporation Severance
Plan, assuming a qualifying termination as of April 3, 2009
(intrinsic values of equity awards are based upon the closing
price for a share of our common stock of $16.23 on April 3,
2009 minus the exercise price) and that Mr. Thompsons
letter agreement had superseded and replaced his employment
agreement as of that date:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination Without Cause or
|
|
|
|
|
Constructive Termination
|
|
Involuntary Termination Because of
|
|
|
Within 12 Months of a
|
|
Market Conditions or Division Performance
|
|
|
Change of Control
|
|
Severance Pay
|
|
|
COBRA Premiums
|
|
|
Option Vesting
|
|
|
RSU Vesting
|
|
|
$
|
268,846
|
|
|
$
|
11,315
|
|
|
$
|
0
|
|
|
$
|
1,866,450
|
|
45
James
A. Beer
The following table summarizes the value of the payouts to
Mr. Beer pursuant to the Symantec Executive Retention Plan
and the Symantec Corporation Severance Plan, assuming a
qualifying termination as of April 3, 2009 (intrinsic
values of equity awards are based upon the closing price for a
share of our common stock of $16.23 on April 3, 2009 minus
the exercise price):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination Without Cause or
|
|
|
|
|
Constructive Termination
|
|
Involuntary Termination Because of Market
|
|
|
Within 12 Months of a
|
|
Conditions or Division Performance
|
|
|
Change of Control
|
|
Severance Pay
|
|
|
COBRA Premiums
|
|
|
Option Vesting
|
|
|
RSU Vesting
|
|
|
$
|
180,231
|
|
|
$
|
4,983
|
|
|
$
|
0
|
|
|
$
|
1,298,400
|
|
Enrique
Salem
The following table summarizes the value of the payouts to
Mr. Salem pursuant to the Symantec Executive Retention Plan
and the Symantec Corporation Severance Plan, assuming a
qualifying termination as of April 3, 2009 (intrinsic
values of equity awards are based upon the closing price for a
share of our common stock of $16.23 on April 3, 2009 minus
the exercise price):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination Without Cause or
|
|
|
|
|
|
|
|
Constructive Termination
|
|
Involuntary Termination Because of Market
|
|
|
Within 12 Months of a
|
|
Conditions or Division Performance
|
|
|
Change of Control
|
|
Severance Pay
|
|
|
COBRA Premiums
|
|
|
Option Vesting
|
|
|
RSU Vesting
|
|
|
$
|
263,702
|
|
|
$
|
8,350
|
|
|
$
|
0
|
|
|
$
|
1,582,425
|
|
Gregory
W. Hughes
Symantec entered into an employment agreement, dated
December 15, 2004 with Mr. Hughes, which became
effective on July 2, 2005. Pursuant to that agreement, if
the employment of Mr. Hughes is terminated by Symantec
without cause (as defined in Mr. Hughess agreement)
or is terminated due to death or permanent disability, or if
Mr. Hughes resigns with good reason (i.e. material
reduction in responsibilities, position or salary), then
Mr. Hughes is entitled to full payment of premiums for
COBRA continuation health care coverage for the executive, his
spouse and his other eligible dependents under Symantecs
group health plan, until the earlier of
(i) 12-months
after the first day of the first month after termination of
employment or (ii) the first date that executive receives
coverage under another employers program providing
substantially the same level of benefits without exclusion for
pre-existing medical conditions.
The following table summarizes the value of the payouts to
Mr. Hughes pursuant to Mr. Hughes employment
agreement, the Symantec Executive Retention Plan, and the
Symantec Corporation Severance Plan assuming a qualifying
termination as of April 3, 2009 (intrinsic values of equity
awards are based upon the closing price for a share of our
common stock of $16.23 on April 3, 2009 minus the exercise
price):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination Without
|
|
Involuntary Termination
|
|
|
|
|
|
Cause or Constructive
|
|
Because of Market
|
|
|
Termination Without Cause or
|
|
|
Termination within 12
|
|
Conditions or Division
|
|
|
Resignation With Good Reason, or
|
|
|
Months of a Change
|
|
Performance
|
|
|
Termination Due to Death or Disability
|
|
|
of Control
|
|
Severance Pay
|
|
|
COBRA Premiums
|
|
|
Option Vesting
|
|
|
RSU Vesting
|
|
|
$
|
182,308
|
|
|
$
|
7,105
|
|
|
$
|
0
|
|
|
$
|
892,650
|
|
46
J.
David Thompson
The following table summarizes the value of the payouts to
Mr. Thompson pursuant to the Symantec Executive Retention
Plan and the Symantec Corporation Severance Plan, assuming a
qualifying termination as of April 3, 2009 (intrinsic
values of equity awards are based upon the closing price for a
share of our common stock of $16.23 on April 3, 2009 minus
the exercise price):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination Without Cause or
|
|
|
|
|
|
|
|
Constructive Termination
|
|
Involuntary Termination Because of Market
|
|
|
Within 12 Months of a
|
|
Conditions or Division Performance
|
|
|
Change of Control
|
|
Severance Pay
|
|
|
COBRA Premiums
|
|
|
Option Vesting
|
|
|
RSU Vesting
|
|
|
$
|
120,127
|
|
|
$
|
4,898
|
|
|
$
|
0
|
|
|
$
|
757,389
|
|
47
CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS
Related-Person
Transactions Policy and Procedures
Symantec has adopted a written related person transactions
policy which provides for the Companys 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 Symantecs
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 Symantecs
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 companys total annual
gross revenues, provided that the transaction involves the
purchase of either companys 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 Symantecs proxy statement;
|
|
|
|
any transaction where the related persons interest arises
solely from the ownership of the Companys common stock and
all holders of the Companys 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 persons 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 Symantecs 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 Symantecs 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.
Certain
Related Person Transactions
In May 2008, Symantec entered into a dry-lease agreement for an
aircraft with a company owned by Mr. Thompson, our
Chairman. Pursuant to the agreement, Symantec leases the
aircraft on a non-exclusive basis from Mr. Thompsons
company from time to time solely for Mr. Thompsons
business-related travel, at a dry-lease rate of $1,250 per
flight hour. Pursuant to an agreement with an unrelated party,
Symantec has also agreed to pay the variable operating costs of
Mr. Thompsons business travel on this aircraft. The
arrangement was approved by the Nominating and Governance
Committee of our Board. The Nominating and Governance Committee
has determined that the amounts billed by
Mr. Thompsons company for our use of the aircraft are
at or below the market rates charged by third-party commercial
charter companies for similar aircraft. Symantec paid $113,625
under this arrangement during fiscal 2009.
48
REPORT OF
THE AUDIT COMMITTEE
The information contained in the following report of
Symantecs 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 July 24, 2007. The Audit Committee oversees
Symantecs 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 Symantecs Annual Report on
Form 10-K
for the fiscal year ended April 3, 2009 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 Symantecs independent
registered public accounting firm, who are responsible for
expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting
principles, their judgments as to the quality, not just the
acceptability, of Symantecs accounting principles and such
other matters as are required to be discussed with the Audit
Committee under Statement on Auditing Standards No. 114,
The Auditors Communications With Those Charged with
Governance. 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 Public Company Accounting
Oversight Board regarding the registered public accounting
firms 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 firms independence from
management and Symantec.
The Audit Committee discussed with Symantecs 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 Symantecs internal
controls, and the overall quality of Symantecs financial
reporting.
The Audit Committee also received the report of management
contained in Symantecs Annual Report on
Form 10-K
for the fiscal year ended April 3, 2009, as well as
KPMGs Report of Independent Registered Public Accounting
Firm included in Symantecs 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 Symantecs efforts
related to its internal control over financial reporting and
managements preparations for the evaluation in fiscal 2010.
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
Symantecs Annual Report on
Form 10-K
for the fiscal year ended April 3, 2009 for filing with the
SEC.
By: The Audit Committee of the Board of Directors:
Frank E. Dangeard
David L. Mahoney
Robert S. Miller
V. Paul Unruh (Chair)
49
ADDITIONAL
INFORMATION
Stockholder
Proposals for the 2010 Annual Meeting
Requirements for Stockholder Proposals to be Brought Before
an Annual Meeting. Symantecs 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, 20330 Stevens Creek
Boulevard, Cupertino, California 95014, Attn: Corporate
Secretary.
To be timely for the 2010 annual meeting, a stockholders
notice must be delivered to or mailed and received by the
Corporate Secretary of the Company at the principal executive
offices of the Company between June 25, 2010 and
July 26, 2010. A stockholders 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 Symantecs Bylaws.
Requirements for Stockholder Proposals to be Considered for
Inclusion in the Companys Proxy
Materials. Stockholder proposals submitted
pursuant to
Rule 14a-8
under the Exchange Act and intended to be presented at
Symantecs 2010 annual meeting must be received by the
Company not later than April 14, 2010 in order to be
considered for inclusion in Symantecs proxy materials for
that meeting.
Available
Information
Symantec will mail without charge, upon written request, a copy
of Symantecs Annual Report on
Form 10-K
for fiscal year 2009, including the financial statements,
schedule and list of exhibits, and any exhibit specifically
requested. Requests should be sent to:
Symantec
Corporation
20330 Stevens Creek Boulevard
Cupertino, California 95014
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
Symantecs Investor Relations department at 20330 Stevens
Creek Boulevard, Cupertino, California 95014, Attn: Investor
Relations, telephone number
(408) 517-8324.
50
Any stockholders who share the same address and currently
receive multiple copies of Symantecs 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 Symantecs 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.
51
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.
SYMANTEC CORPORATION 20330 STEVENS CREEK BLVD CUPERTINO, CA 95014
Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4
Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1
NAME
THE COMPANY NAME INC. COMMON THE COMPANY NAME INC. CLASS A THE COMPANY NAME INC. CLASS B THE
COMPANY NAME INC. CLASS C THE COMPANY NAME INC. CLASS D THE COMPANY NAME INC. CLASS E THE
COMPANY NAME INC. CLASS F THE COMPANY NAME INC. 401 K
CONTROL # 000000000000
SHARES 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345
123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345
PAGE 1 OF 2
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.
For Withhold For All To withhold authority to vote for any All All Except individual nominee(s),
mark For All Except and write the number(s) of the
The Board of Directors recommends that you nominee(s) on the line below. vote FOR the following: 0
0 0
1. Election of Directors
Nominees
01 Michael A. Brown 02 William T. Coleman 03 Frank E. Dangeard 04 Geraldine B. Laybourne 05 David
L. Mahoney
06 Robert S. Miller 07 Enrique T. Salem 08 Daniel H. Schulman 09 John W. Thompson 10 V. Paul Unruh
The Board of Directors recommends you vote FOR the following proposal(s): For Against Abstain
2 To ratify the selection of KPMG LLP as Symantecs independent registered public accounting firm
for the 2010 fiscal year. 0 0 0
The Board of Directors recommends you vote AGAINST the following proposal(s): For Against Abstain
3 To consider and vote upon a stockholder proposal regarding special stockholder meetings, if
properly presented at the 0 0 0 meeting.
NOTE: To transact such other business as may properly come before the meeting or any adjournment
thereof.
Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4
Investor Address Line 5
Please sign exactly as your name(s) appear(s) hereon. When signing as
John Sample attorney, executor, administrator, or other fiduciary, please give full title as such.
Joint owners should each sign personally. All holders must 1234 ANYWHERE STREET sign. If a
corporation or partnership, please sign in full corporate or ANY CITY, ON A1A 1A1 partnership name,
by authorized officer.
SHARES CUSIP # JOB # SEQUENCE #
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date |
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Combined
Document is/are available at www.proxyvote.com .
This Proxy is Solicited on Behalf of the Board of Directors of Symantec Corporation 2009 Annual
Meeting of Stockholders
The undersigned stockholder(s) appoint(s) Enrique T. Salem, James A. Beer and Scott C. Taylor, and
each of them, with full power of substitution, as attorneys and proxies for and in the name and
place of the undersigned, and hereby authorizes each of them to represent and to vote all of the
shares of Common Stock of Symantec Corporation ( Symantec ) that are held of record by the
undersigned as of July 27, 2009, which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of Symantec to be held on September 23, 2009, at the offices of Symantec Corporation
located at 350 Ellis Street, Mountain View, California, at 9:00 a.m. (Pacific time), and at any
adjournments or postponements thereof.
THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED IN A TIMELY MANNER, WILL BE VOTED AT THE ANNUAL
MEETING AND AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF IN THE MANNER DESCRIBED HEREIN. IF NO
CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF ELECTING THE TEN NOMINEES
IDENTIFIED HEREIN TO THE BOARD OF DIRECTORS, FOR PROPOSAL 2, AGAINST PROPOSAL 3, AND IN ACCORDANCE
WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXIES HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY
COME BEFORE THE
R2.09.05.010 ANNUAL MEETING.
_2 0000028414
Continued and to be signed on reverse side |