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
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Preliminary Proxy Statement |
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Confidential, for use of the Commission only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Soliciting Material Pursuant to § 240.14a-12 |
SYMANTEC CORPORATION
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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350 Ellis Street
Mountain View, California 94043
NOTICE OF 2011 ANNUAL MEETING
OF STOCKHOLDERS
To be held on:
October 25, 2011
9:00 a.m. Pacific
Time
Dear Stockholder:
You are cordially invited to attend our 2011 Annual Meeting of
Stockholders, which will be held at 9:00 a.m. (Pacific
Time) on Tuesday, October 25, 2011, 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 nine nominees named in the proxy statement
to Symantecs Board of Directors;
2. To ratify the appointment of KPMG LLP as Symantecs
independent registered public accounting firm for the 2012
fiscal year;
3. To approve an amendment to our 2000 Director Equity
Incentive Plan, as amended, to increase the number of authorized
shares issuable thereunder by 50,000 shares;
4. To hold an advisory vote on executive compensation;
5. To hold an advisory vote on the frequency of future
advisory votes on executive compensation;
6. To consider and vote upon one stockholder proposal, if
properly presented at the meeting; and
7. 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
August 26, 2011 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
(650) 527-5523.
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. To
register for electronic delivery, please enroll at
https://enroll1.icsdelivery.com/symc/Default.aspx.
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
(650) 527-5523
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
Mountain View, California
September 1, 2011
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.
TABLE OF
CONTENTS
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ii
SYMANTEC
CORPORATION
2011 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 2011 Annual Meeting of Stockholders
(the Annual Meeting) to be held at Symantecs
offices located at 350 Ellis Street, Mountain View, California
94043 on Tuesday, October 25, 2011, at 9:00 a.m.
(Pacific Time), and any adjournment or postponement thereof. We
will provide a live and re-playable webcast of the Annual
Meeting, which will be available on the events section of our
investor relations website
at www.symantec.com/invest.
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 September 6, 2011, 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.
About the
Annual Meeting
What is
the purpose of the Annual Meeting?
At our Annual Meeting, stockholders will act upon the proposals
described in this proxy statement. In addition, following the
meeting, management will report on the performance of Symantec
and respond to questions from stockholders.
What
proposals are scheduled to be voted on at the Annual
Meeting?
Stockholders will be asked to vote on six proposals. The
proposals are:
1. The election to the Board of the nine nominees named in
this proxy statement;
2. The ratification of the appointment of KPMG LLP
(KPMG) as our independent registered public
accounting firm for the 2012 fiscal year;
3. The approval of an amendment to our 2000 Director
Equity Incentive Plan, as amended, to increase the number of
authorized shares issuable thereunder by 50,000 shares;
4. An advisory vote on executive compensation;
5. An advisory vote on the frequency of future advisory
votes on executive compensation; and
6. To consider and vote upon a stockholder proposal
regarding special stockholder meetings, if properly presented at
the meeting.
What is
the recommendation of the Board on each of the proposals
scheduled to be voted on at the Annual Meeting?
The Board recommends that you vote FOR each of the
nominees to the Board (Proposal 1), FOR the
ratification of the appointment of KPMG as our independent
registered public accounting firm for the 2012 fiscal year
(Proposal 2); FOR the amendment to our
2000 Director Equity Incentive Plan (Proposal 3);
FOR the approval of compensation to our named executive
officers (Proposal 4); ONE YEAR on the frequency of
future advisory votes on executive compensation
(Proposal 5); and AGAINST the stockholder proposal
regarding special stockholder meetings (Proposal 6).
Could
other matters be decided at the Annual Meeting?
Our Bylaws require that we receive advance notice of any
proposal to be brought before the Annual Meeting by stockholders
of Symantec, and we have not received notice of any such
proposals. If any other matter were to come before the Annual
Meeting, the proxy holders appointed by the Board will have the
discretion to vote on those matters for you.
Who can
vote at the Annual Meeting?
Stockholders as of the record date for the Annual Meeting,
August 26, 2011, are entitled to vote at the Annual
Meeting. At the close of business on the record date, there were
outstanding and entitled to vote 741,014,173 shares of
Symantec common stock.
Stockholder
of Record: Shares Registered in Your Name
If on August 26, 2011, your shares were registered directly
in your name with our transfer agent, Computershare Investor
Services, then you are considered the stockholder of record with
respect to those shares. As a stockholder of record, you may
vote at the Annual Meeting or vote by proxy. Whether or not you
plan to attend the Annual Meeting, we urge you to vote over the
Internet or by telephone, or if you received paper proxy
materials by mail, by filling out and returning the proxy card.
Beneficial
Owner: Shares Registered in the Name of a Broker or
Nominee
If on August 26, 2011, your shares were held in an account
with a brokerage firm, bank or other nominee, then you are the
beneficial owner of the shares held in street name. As a
beneficial owner, you have the right to direct your nominee on
how to vote the shares held in your account, and it has enclosed
or provided voting instructions for you to use in directing it
on how to vote your shares. However, the organization that holds
your shares is considered the stockholder of record for purposes
of voting at the Annual Meeting. Because you are not the
stockholder of record, you may not vote your shares at the
Annual Meeting unless you request and obtain a valid proxy from
the organization that holds your shares giving you the right to
vote the shares at the Annual Meeting.
How do I
vote?
If you are a stockholder of record, you may:
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vote in person we will provide a ballot to
stockholders who attend the Annual Meeting and wish to vote in
person;
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vote via the Internet or via telephone instructions
are shown on your Notice of Internet Availability or proxy
card; or
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vote by mail if you received a paper proxy card and
voting instructions by mail, simply complete, sign and date the
enclosed proxy card and return it before the Annual Meeting in
the envelope provided.
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Votes submitted via the Internet or by telephone must be
received by 11:59 p.m., Eastern Time, on October 24,
2011. Submitting your proxy, whether via the Internet, by
telephone or by mail if you received a paper proxy card, will
not affect your right to vote at the Annual Meeting should you
decide to attend the meeting.
If you are not the stockholder of record, please refer to the
voting instructions provided by your nominee to direct it how to
vote your shares.
Your vote is important. Whether or not you plan to attend the
Annual Meeting, we urge you to vote by proxy to ensure that your
vote is counted. You may still attend the Annual Meeting if you
have already voted by proxy.
What is
the quorum requirement for the Annual Meeting?
A majority of our outstanding shares as of the record date must
be present at the 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.
How are
abstentions and broker non-votes treated?
Abstentions (shares present at the meeting and voted
abstain) are counted for purposes of determining
whether a quorum is present, and have no effect on the election
of directors or on the advisory vote on the frequency of future
advisory votes on executive compensation. With respect to the
advisory vote on the frequency of future advisory votes on
executive compensation, abstentions will not be counted in
determining the number of votes cast for any of the frequency
options (one year, two years or three years). For the purpose of
determining whether the stockholders have approved all other
matters, abstentions have the same effect as an
against vote.
Broker non-votes occur when shares held by a broker for a
beneficial owner are not voted either because (i) the
broker did not receive voting instructions from the beneficial
owner, or (ii) the broker lacked discretionary authority to
vote the shares. Broker non-votes are counted for purposes of
determining whether a quorum is present, and have no effect on
the matters voted upon. Note that if you are a beneficial holder
and do not provide specific voting instructions to your broker,
the broker that holds your shares will not be authorized to vote
on the election of directors, nor will the broker be authorized
to vote on Proposal nos. 3- 6. Accordingly, we encourage you to
provide voting instructions to your broker, whether or not you
plan to attend the Annual Meeting.
What is
the vote required for each proposal?
The votes required to approve each proposal are as follows:
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Proposal No. 1. Each director must
be elected by a majority of the votes cast, meaning the votes
FOR a director must exceed the number of votes
AGAINST a director.
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Proposal Nos. 2, 3, 4 and 6. Approval of
each of Proposals 2, 3, 4 and 6 requires the affirmative
FOR vote of a majority of the shares entitled to
vote on these proposals at the Annual Meeting present in person
or represented by proxy.
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Proposal No. 5. The frequency (every
one year, two years or three years) receiving the greatest
number of votes will be considered the frequency recommended by
stockholders.
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What if I
return a proxy card but do not make specific choices?
All proxies will be voted in accordance with the instructions
specified on the proxy card. If you received a Notice of
Internet Availability, please follow the instructions included
on the notice on how to access your proxy card and vote over the
Internet or by telephone. If you sign a physical proxy card and
return it without instructions as to how your shares should be
voted on a particular proposal at the meeting, your shares will
be voted in accordance with the recommendations of our Board
stated above.
If you do not vote and you hold your shares in street name, and
your broker does not have discretionary power to vote your
shares, your shares may constitute broker non-votes
(as described above) and will not be counted in determining the
number of shares necessary for approval of the proposals.
However, shares that constitute broker
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non-votes will be counted for the purpose of establishing a
quorum for the Annual Meeting. Voting results will be tabulated
and certified by the inspector of elections appointed for the
meeting.
Who is
paying for this proxy solicitation?
Symantec is paying the costs of the solicitation of proxies. We
have retained Georgeson Shareholder Communications, Inc. to help
us solicit proxies from brokers, bank nominees and other
institutions for a fee of $17,500, plus reasonable
out-of-pocket
expenses. We will also reimburse brokerage firms and other
persons representing beneficial owners of shares for their
expenses in forwarding solicitation materials to such beneficial
owners. In addition, our directors, officers, and other
employees, without additional compensation, may solicit proxies
personally or in writing, by telephone,
e-mail, or
otherwise. If you choose to access the proxy materials
and/or vote
over the Internet, you are responsible for any Internet access
charges you may incur.
What does
it mean if I receive more than one proxy card or Notice of
Internet Availability?
If you receive more than one proxy card or Notice of Internet
Availability, your shares are registered in more than one name
or are registered in different accounts. To make certain all of
your shares are voted, please follow the instructions included
on the Notice of Internet Availability on how to access each
Proxy card and vote each proxy card over the Internet or by
telephone. If you received paper proxy materials by mail, please
complete, sign and return each proxy card to ensure that all of
your shares are voted.
How can I
change my vote after submitting my proxy?
A stockholder who has given a proxy may revoke it at any time
before it is exercised at the meeting by:
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delivering to the Corporate Secretary of Symantec (by any means,
including facsimile) a written notice stating that the proxy is
revoked;
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signing and delivering a proxy bearing a later date;
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voting again over the Internet or by telephone; or
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attending and voting at the Annual Meeting (although attendance
at the meeting will not, by itself, revoke a proxy).
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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.
How can I
get electronic access to the proxy materials?
The Notice of Internet Availability will provide you with
instructions regarding how to:
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view our proxy materials for the Annual Meeting over the
Internet; and
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instruct us to send our future proxy materials to you
electronically by email.
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Choosing to receive your future proxy materials by email will
save us the cost of printing and mailing documents to you and
will reduce the impact of our annual meetings of stockholders on
the environment. If you choose to receive future proxy materials
by email, you will receive an email next year with instructions
containing a link to those materials and a link to the proxy
voting site. Your election to receive proxy materials by email
will remain in effect until you terminate it.
Where can
I find the voting results?
The preliminary voting results will be announced at the Annual
Meeting and posted on our website at
www.symantec.com/invest. The final results will be
tallied by the inspector of elections and filed with the
U.S. Securities and Exchange Commission (SEC) in a current
report on
Form 8-K
within four business days of the Annual Meeting.
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 Investor Resources. 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.
Code of
Conduct and Code of Ethics
We have adopted a code of conduct that applies to all of our
Board members, officers and employees. We have also adopted a
code of ethics for our Chief Executive Officer and senior
financial officers, including our principal financial officer
and principal accounting officer. Our Code of Conduct and
Code of Ethics for Chief Executive Officer and Senior
Financial Officers are posted on the Investor Relations
section of our website located at
www.symantec.com/invest, by clicking on Company
Charters, under Investor Resources. Any
amendments or waivers of our Code of Conduct and Code
of Ethics for Chief Executive Officer and Senior Financial
Officers pertaining to a member of our Board or one of our
executive officers will be disclosed on our website at the
above-referenced address.
Majority
Vote Standard and Director Resignation Policy
Our Bylaws and Corporate Governance Standards provide for a
majority voting standard for the election of directors. Under
the majority vote standard, each nominee must be elected by a
majority of the votes cast by the shares present in person or
represented by proxy and entitled to vote at any meeting for the
election of directors at which a quorum is present. A
majority of the votes cast means the votes cast
for a nominees election must exceed the votes
cast against that nominees election. A
plurality voting standard will apply instead of the majority
voting standard if: (i) a stockholder has provided us with
notice of a nominee for director in accordance with our Bylaws;
and (ii) that nomination has not been withdrawn as of
10 days before we first deliver proxy materials to
stockholders.
To effectuate this policy with regard to incumbent directors,
the Board will not nominate an incumbent director for
re-election unless prior to such nomination the director has
agreed to promptly tender a resignation if such director fails
to receive a sufficient number of votes for re-election at the
stockholder meeting with respect to which such nomination is
made. Such resignation will be effective upon the earlier of
(i) the Boards acceptance of such resignation or
(ii) the 90th day after certification of the election
results of the meeting; provided, however, that prior to the
effectiveness of such resignation the Board may reject such
resignation and permit the director to withdraw such resignation.
If an incumbent director fails to receive the required vote for
re-election, the Nominating and Governance Committee shall act
on an expedited basis to determine whether to recommend
acceptance or rejection of the directors resignation and
will submit such recommendation for prompt consideration by the
Board. The Board intends to act promptly on the Committees
recommendation and will decide to accept or reject such
resignation and publicly disclose its decision within
90 days from the date of certification of the election
results. The Nominating and Governance Committee and the Board
may consider such factors they deem relevant in deciding whether
to
5
accept or reject a resignation tendered in accordance with this
policy. The Board expects a director whose resignation is under
consideration to abstain from participating in any decision
regarding the resignation.
Stock
Ownership Guidelines
It is the policy of the Board that our directors and officers
interests align with those of our stockholders. In furtherance
of this policy, our Board adopted stock ownership guidelines to
better align our directors interests with those of our
stockholders. Details of our directors stock ownership
guidelines are disclosed under Director Compensation on
page 16, and details of our executive officers stock
ownership guidelines are disclosed under Stock Ownership
Requirements on page 46. The Nominating and Governance
Committee oversees the establishment of the ownership standards.
Separate
Chairman and CEO
Although our Board does not have a policy on whether the roles
of Chief Executive Officer and Chairman should be separate, the
positions did separate in April 2009 upon Enrique Salems
appointment as President and CEO and John W. Thompsons
continuation as Chairman. We will maintain separate roles after
Mr. Thompsons departure immediately prior to the
Annual Meeting as discussed below. Our Board has appointed
Stephen M. Bennett to the position of Chairman effective as of
Mr. Thompsons departure and contingent upon being
re-elected by the Companys stockholders at the Annual
Meeting.
Lead
Independent Director
The Lead Independent Director of the Board was chosen by the
independent directors of the Board, and had the general
responsibility to preside at all meetings of the Board when the
Chairman was not present and executive sessions of the Board
without management present. Robert S. Miller has served as the
Lead Independent Director since April 22, 2003. Effective
immediately after the Annual Meeting, and assuming that
Mr. Bennett is re-elected by the Companys
stockholders at the Annual Meeting, the position of Lead
Independent Director will no longer exist due to our independent
director, Mr. Bennett, assuming the Chairman role.
Board
Independence
It is the policy of the Board and NASDAQs rules require
listed companies to have a board of directors with at least a
majority of independent directors, 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, 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: Stephen M. Bennett, 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.
Change in
Director Occupation
Our Corporate Governance Standards include a policy that our
Board should consider whether a change in any directors
professional responsibilities directly or indirectly impacts
that persons ability to fulfill his or her directorship
obligations. To facilitate the Boards consideration, all
directors shall submit a resignation as a matter of course upon
retirement, a change in employer, or other significant change in
their professional roles and responsibilities. Such resignation
may be accepted or rejected in the discretion of the Board.
6
Outside
Advisors
The Board and its committees are free to engage independent
outside financial, legal and other advisors as they deem
necessary to provide advice and counsel on various topics or
issues, at Symantecs expense, and are provided full access
to our officers and employees.
Board and
Committee Effectiveness
It is important to Symantec that our Board and its committees
are performing effectively and in the best interests of Symantec
and its stockholders. An evaluation of the Boards and its
committees operations and performance is conducted
annually by the Nominating and Governance Committee. Changes are
recommended by the Nominating and Governance Committee for
approval by the full Board as appropriate.
Boards
Role in Risk Oversight
The Board executes its risk management responsibility directly
and through its committees. The Audit Committee has primary
responsibility for overseeing the Companys enterprise risk
management process. The Audit Committee receives updates and
discusses individual and overall risk areas during its meetings,
including the Companys financial risk assessments, risk
management policies and major financial risk exposures and the
steps management has taken to monitor and control such
exposures. The Compensation Committee oversees risks associated
with our compensation policies and practices with respect to
both executive compensation and compensation generally. The
Compensation Committee receives reports and discusses whether
Symantecs compensation policies and practices create risks
that are reasonably likely to have a material adverse effect on
the Company.
The Board is kept abreast of its committees risk oversight
and other activities via reports of the committee chairmen to
the full Board during the Board meetings.
Board
Structure and Meetings
The Board and its committees meet throughout the year on a set
schedule, and also hold special meetings and act by written
consent from time to time. The Board held a total of eleven
meetings during the fiscal year ended April 1, 2011. During
this time, no directors attended fewer than 75% of the aggregate
of the total number of meetings held by the Board and the total
number of meetings held by all committees of the Board on which
such director served (during the period which such director
served).
Agendas and topics for board and committee meetings are
developed through discussions between management and members of
the Board and its committees. Information and data that is
important to the issues to be considered are distributed in
advance of each meeting. Board meetings and background materials
focus on key strategic, operational, financial, governance and
compliance matters applicable to us, including the following:
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Reviewing annual and longer-term strategic and business plans;
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Reviewing key product, industry and competitive issues;
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Reviewing and determining the independence of our directors;
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Reviewing and determining the qualifications of directors to
serve as members of committees, including the financial
expertise of members of the Audit Committee;
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Selecting and approving director nominees;
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Selecting, evaluating and compensating the Chief Executive
Officer;
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Reviewing and discussing succession planning for the senior
management team, and for lower management levels to the extent
appropriate;
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Reviewing and approving material investments or divestitures,
strategic transactions and other significant transactions that
are not in the ordinary course of business;
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Evaluating the performance of the Board;
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Overseeing our compliance with legal requirements and ethical
standards; and
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Overseeing our financial results.
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Executive
Sessions
After each regularly scheduled Board meeting, the independent
members of our Board hold a separate closed meeting, referred to
as an executive session. These executive sessions
are used to discuss such topics as the independent directors
deem necessary or appropriate. At least annually, the
independent directors will hold an executive session to evaluate
the Chief Executive Officers performance and compensation.
To date, executive sessions of the Board have been generally led
by the Lead Independent Director. Effective immediately after
the Annual Meeting, and assuming that Mr. Bennett is
re-elected by the Companys stockholders at the Annual
Meeting, the position of Lead Independent Director will no
longer exist and thereafter, executive sessions will be
generally led by our Chairman.
Succession
Planning
Our Board recognizes the importance of effective executive
leadership to Symantecs success, and meets to discuss
executive succession planning at least annually.
8
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 Investor Resources.
Audit
Committee
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Members: |
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William T. Coleman III
Frank E. Dangeard
David L. Mahoney
Robert S. Miller
V. Paul Unruh (Chair) |
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Number of Meetings in Fiscal Year 2011: |
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8 |
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Independence: |
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Each member is an independent director as defined by current
NASDAQ listing standards for Audit Committee membership. |
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Functions: |
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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; |
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To review and evaluate the independence and performance of our
independent registered public accounting firm; and |
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To facilitate communication among our independent registered
public accounting firm, our financial and senior management and
our Board. |
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Financial Experts: |
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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. Mr. Unruh is independent as defined by current
NASDAQ listing standards for Audit Committee membership.
Designation as an audit committee financial expert
is an SEC disclosure requirement and does not impose any
additional duties, obligations or liability on any person so
designated. |
Compensation
Committee
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Members: |
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Stephen M. Bennett
Michael A. Brown
Geraldine B. Laybourne
David L. Mahoney
Daniel H. Schulman (Chair) |
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Number of Meetings in Fiscal Year 2011: |
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7 |
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Independence: |
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Each member is an independent director as defined by current
NASDAQ listing standards. |
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Functions: |
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To review and recommend to the independent directors of our
Board all compensation arrangements for our Chief Executive
Officer; |
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To review and approve all compensation arrangements for our
other executive officers; |
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To review the overall strategy for employee compensation
including review of compensation-related risk management; |
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To administer our equity incentive plans; |
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To review and recommend to the Board compensation for
non-employee members of the Board; and |
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To review and discuss with management the Companys
disclosures under the caption Compensation
Discussion & Analysis for use in our proxy
statements and reports filed with the SEC. |
The Compensation Committee has retained 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 2011. 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 2011. Mercers role
during fiscal year 2011 is further discussed in the Compensation
Discussion & Analysis section.
Nominating
and Governance Committee
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Members: |
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Michael A. Brown (Chair)
Frank E. Dangeard
Robert S. Miller
Daniel H. Schulman
V. Paul Unruh |
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Number of Meetings in Fiscal Year 2011: |
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4 |
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Independence: |
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Each member is an independent director as defined by current
NASDAQ listing standards. |
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Functions: |
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To identify, consider and nominate candidates for membership on
our Board; |
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To develop, recommend and evaluate corporate governance
standards and a code of business conduct and ethics applicable
to our Company; |
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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; |
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To make recommendations regarding the structure and composition
of our Board and Board committees; and |
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To advise the Board on corporate governance matters. |
10
DIRECTOR
NOMINATIONS AND COMMUNICATION WITH DIRECTORS
Criteria
for Nomination to the Board
The Nominating and Governance Committee will consider candidates
submitted by Symantec stockholders, as well as candidates
recommended by directors and management, for nomination to the
Board. The Nominating and Governance Committee has generally
identified nominees based upon suggestions by outside directors,
management and executive recruiting firms. The goal of the
Nominating and Governance Committee is to assemble a Board that
offers a diverse portfolio of perspectives, backgrounds,
experiences, knowledge and skills derived from high-quality
business and professional experience. The Nominating and
Governance Committee annually reviews the appropriate skills and
characteristics required of directors in the context of the
current composition of the Board, our operating requirements and
the long-term interests of our stockholders.
The key attributes, experience and skills we consider important
for our directors in light of our current business and structure
are:
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Leadership Experience. Directors who have
served in senior leadership positions are important to us,
because they bring experience and perspective in analyzing,
shaping, and overseeing the execution of important operational
and policy issues at a senior level.
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Public Company Board Experience. Directors who
have served on other public company boards can offer advice and
insights with regard to the dynamics and operation of a board of
directors; the relations of a board to the CEO and other
management personnel; the importance of particular agenda and
oversight matters; and oversight of a changing mix of strategic,
operational, and compliance-related matters.
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Mergers and Acquisitions (M&A)
Experience. Directors who have a background in
M&A transactions can provide insight into developing and
implementing strategies for growing our business through
combination with other organizations.
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Financial Expertise. Knowledge of financial
markets, financing operations, and accounting and financial
reporting processes is important because it assists our
directors in understanding, advising, and overseeing
Symantecs capital structure, financing and investing
activities, financial reporting, and internal control of such
activities.
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Industry and Technology Expertise. Since we
are a technology and software provider, education or experience
in relevant technology is useful in understanding our research
and development efforts, competing technologies, the various
products and processes that we develop, and the market segments
in which we compete.
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Global Expertise. We are a global organization
with offices in many countries. Directors with global expertise
can provide a useful business and cultural perspective regarding
many significant aspects of our business.
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Legal Expertise. Directors who have legal
education and experience can assist the Board in fulfilling its
responsibilities related to the oversight of Symantecs
legal and regulatory compliance.
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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
11
specific weights to particular criteria, and no particular
criterion is necessarily applicable to all prospective nominees.
Although the Nominating and Governance Committee uses these and
other criteria as appropriate to evaluate potential nominees, it
has no stated minimum criteria for nominees. In addition, we do
not have a formal written policy with regard to the
consideration of diversity in identifying candidates; however,
as discussed above, diversity is one of the numerous criteria
the Nominating and Governance Committee reviews before
recommending a candidate. We have from time to time engaged, for
a fee, a search firm to identify and assist the Nominating and
Governance Committee with identifying, evaluating and screening
Board candidates for Symantec and may do so in the future.
Stockholder
Proposals for Nominees
The Nominating and Governance Committee will consider potential
nominees properly submitted by stockholders. Stockholders
seeking to do so should provide the information set forth in our
corporate Bylaws regarding director nominations. The Nominating
and Governance Committee will apply the same criteria for
candidates proposed by stockholders as it does for candidates
proposed by management or other directors.
To be considered for nomination by the Nominating and Governance
Committee at next years annual meeting of stockholders,
submissions by stockholders must be submitted by mail and must
be received by the Corporate Secretary no later than May 9,
2012 to ensure adequate time for meaningful consideration by the
Nominating and Governance Committee. Each submission must
include the following information:
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the full name and address of the candidate;
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the number of shares of Symantec common stock beneficially owned
by the candidate;
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a certification that the candidate consents to being named in
the proxy statement and intends to serve on the Board if
elected; and
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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.
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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 2012
Annual Meeting.
Contacting
the Board of Directors
Any stockholder who wishes to contact members of our Board may
do so by mailing written communications to:
Symantec Corporation
350 Ellis Street
Mountain View, California 94043
Attn: Corporate Secretary
The Corporate Secretary will review all such correspondence and
provide regular summaries to the Board or to individual
directors, as relevant, will retain copies of such
correspondence for at least six months, and make copies of such
correspondence available to the Board or individual directors
upon request. Any correspondence relating to accounting,
internal controls or auditing matters will be handled in
accordance with 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. Six directors attended our 2010 Annual
Meeting in person, virtually or by telephone.
12
PROPOSAL NO. 1
ELECTION
OF DIRECTORS
Our Board of Directors currently consists of eleven directors,
nine of whom are nominated and standing for election at our
Annual Meeting. Each director is elected to serve a one-year
term, with all directors subject to annual election. On
July 26, 2011, John W. Thompson notified us that he will
not stand for re-election as a director when his term expires
immediately prior to our Annual Meeting. William T. Coleman, a
member of our Board since January 2003, has not been nominated
for re-election at the Annual Meeting. The Board thanks
Messrs. Thompson and Coleman for their leadership and years
of service to Symantec. Effective as of the opening of the polls
at our Annual Meeting, our authorized number of directors will
be reduced to nine.
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
At the recommendation of the Nominating and Governance
Committee, our Board has nominated the following nominees listed
below to serve as directors for the term beginning at the Annual
Meeting. The names of each nominee for director, their ages as
of August 1, 2011, and other information about each nominee
is shown below.
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Director
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Nominee
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Age
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Principal Occupation
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Since
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Stephen M. Bennett
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Director
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2010
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Michael A. Brown
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Chairman of the Board, Line 6, Inc.
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2005
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Frank E. Dangeard
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Managing Partner, Harcourt
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2007
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Geraldine B. Laybourne
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Chairman of the Board, Alloy, Inc.
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2008
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David L. Mahoney
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Director
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2003
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Robert S. Miller
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Chairman of American International Group
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1994
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Enrique Salem
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President and Chief Executive Officer
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2009
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Daniel H. Schulman
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53
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Group President- Enterprise Growth,
American Express
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2000
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V. Paul Unruh
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Director
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2005
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Mr. Bennett has served as a member of our Board
since February 2010. Mr. Bennett was Chief Executive
Officer of Intuit, Inc. from January 2000 to January 2008. Prior
to Intuit, Mr. Bennett was at General Electric Corporation
(GE) for 23 years. From December 1999 to January 2000, he
was an executive vice president and a member of the board of
directors of GE Capital, the financial services subsidiary of
GE. From July 1999 to November 1999, he was President and Chief
Executive Officer of GE Capital
e-Business,
and he was President and Chief Executive Officer of GE Capital
Vendor Financial Services from April 1996 through June 1999.
Mr. Bennett also serves as a director of Qualcomm and a
private company. He has previously served as a director of a
variety of companies, including Intuit, Inc. and Sun
Microsystems, Inc. He holds a degree in finance and real estate
from the University of Wisconsin.
Mr. Bennett brings to the Board extensive leadership,
consumer industry and technical experience through his former
role as CEO of Intuit, executive management positions at GE and
service on technology boards.
13
Mr. Brown has served as a member of our Board since
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 Board from 1998 to 2003. Mr. Brown is a
member of the board of directors of Quantum Corporation and
three private companies. He has previously served as a director
of a variety of companies, including Digital Impact and Nektar
Therapeutics. Mr. Brown holds a masters of business
administration from Stanford Business School and a
bachelors degree from Harvard University.
Mr. Brown brings to the Board extensive leadership and
software and storage management experience through his
leadership and directorship roles. Also, Mr. Brown has
extensive corporate governance and compensation knowledge from
serving on corporate governance and compensation committees for
several public and private companies.
Mr. Dangeard has served as a member of our Board
since January 2007. He has been the Managing Partner of
Harcourt, an advisory and investment firm, since March 2008.
Mr. Dangeard was Chairman and Chief Executive Officer of
Thomson S.A., a provider of digital video technologies,
solutions and services, from September 2004 to February 2008.
From September 2002 to September 2004, he was 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, Sonaecom SGPA and Telenor.
He is also non-executive Chairman of Atari. Mr. Dangeard
has previously served as a director of a variety of companies,
including Thomson S.A. and Electricité de France S.A. He
graduated from the École des Hautes Études
Commerciales, the Paris Institut dÉtudes Politiques
and from the Harvard Law School.
Mr. Dangeard brings to the board extensive leadership,
financial, international and legal expertise through his various
leadership and directorship roles in international public
companies.
Ms. Laybourne has served as a member of our Board
since January 2008. She has been the Chairman of Alloy, Inc., a
private media company, since November 2010. 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 also serves
on the boards of Electronic Arts, Inc. and J.C. Penney Company,
Inc. She earned a bachelor of arts degree in art history from
Vassar College and a master of science degree in elementary
education from the University of Pennsylvania.
Ms. Laybourne brings to the board extensive senior
leadership and consumer market experience through her former CEO
and senior management roles.
Mr. Mahoney has served as a member of our Board
since April 2003. Mr. Mahoney previously served as co-Chief
Executive Officer of McKesson HBOC, Inc., a healthcare services
company, and as Chief Executive Officer of iMcKesson LLC, also a
healthcare services company, from July 1999 to February 2001.
Mr. Mahoney is a member of the board of directors of
Corcept Therapeutics Incorporated, and several private and
non-profit organizations. He has previously served as a director
of a variety of companies, including Tercica Incorporated.
Mr. Mahoney has a bachelors degree from Princeton
University and a masters of business administration from
Harvard University.
Mr. Mahoney brings to the Board significant knowledge in
mergers and acquisitions, strategy development and technology
through his extensive experience at McKesson, McKinsey and as a
direct investor in web 2.0 companies.
Mr. Miller has served as a member of our Board since
September 1994. Mr. Miller is currently the Chairman of
American International Group (AIG), an insurance and financial
services organization, and MidOcean Partners, a private equity
firm specializing in leveraged buyouts, recapitalizations and
growth capital investments in middle-
14
market companies. Mr. Miller served as Executive Chairman
of Delphi Corporation, an auto parts supplier from January 2007
until November 2009 and as Chairman and Chief Executive Officer
from July 2005 until January 2007. From January 2004 to June
2005, Mr. Miller was non-executive Chairman of Federal
Mogul Corporation, an auto parts supplier. From September 2001
until December 2003, Mr. Miller was Chairman and Chief
Executive Officer of Bethlehem Steel Corporation, a large steel
producer. Prior to joining Bethlehem Steel, Mr. Miller
served as Chairman and Chief Executive Officer on an interim
basis upon the departure of Federal 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 two
private companies in addition to AIG. Mr. Miller has
previously served as a director of a variety of companies,
including Delphi Corporation. Mr. Miller earned a degree in
economics from Stanford University, a law degree from Harvard
Law School and a masters of business administration,
majoring in finance from Stanford Business School.
Mr. Miller brings to the Board extensive leadership,
management and operational expertise through his executive
leadership and directorship roles at a number of public
companies.
Mr. Salem has served as a member of our Board since
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
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 is a member of the board of directors of
Automatic Data Processing Inc. Mr. Salem received a
Bachelor of Arts in computer science from Dartmouth College.
As our President and CEO, Mr. Salem brings significant
senior leadership, sales and marketing, industry and technical
experience to the Board. As CEO, Mr. Salem has direct
responsibility for Symantecs strategy and operations.
Mr. Schulman has served as a member of our Board
since March 2000. Mr. Schulman has served as Group
President, Enterprise Group of American Express, a financial
products and travel-related services provider, since August
2010. Mr. Schulman was President, Prepaid Group of Sprint
Nextel Corporation, a cellular phone service provider, from
November 2009 until August 2010, when Sprint Nextel acquired
Virgin Mobile USA, a cellular phone service provider.
Mr. Schulman served as Chief Executive Officer of Virgin
Mobile USA from September 2001 to November 2009, and a member of
the board of directors of Virgin Mobile USA from October 2001 to
November 2009. From May 2000 until May 2001, Mr. Schulman
was President and Chief Executive Officer of priceline.com
Incorporated, an online travel company, after serving as
President and Chief Operating Officer from July 1999. He is a
member of the board of directors of Flextronics International
Ltd., as well as of a private company and a non-profit company.
He received a bachelors degree in economics from
Middlebury College, and a masters degree in business
administration, majoring in Finance, from New York University.
As a former chief executive officer and a member of a
compensation leadership network, Mr. Schulman brings
significant senior leadership, management, operational,
executive compensation, consumer marketing and technical
experience to the Board and Compensation Committee.
Mr. Unruh has served as a member of our Board since
July 2005 following the acquisition of Veritas. Mr. Unruh
had served on Veritas board of directors since 2003.
Mr. Unruh retired as Vice Chairman of Bechtel Group, Inc.,
a global engineering and construction services company, in June
2003. During his
25-year
tenure at Bechtel Group, he held a number of management
positions including Treasurer, Controller, and Chief Financial
15
Officer. Mr. Unruh also served as President of Bechtel
Enterprises, the finance, development and ownership arm from
1997 to 2001. He is a member of the board of directors of Move,
Inc., Heidrick & Struggles International, Inc., and
two private companies. Mr. Unruh is a certified public
accountant.
Mr. Unruh brings to the Board extensive finance experience,
including public accounting and financial reporting through his
former role as a chief financial officer and his many other
financial management positions. He also brings systems
development, international business and merger and acquisition
experience to the Board. Mr. Unruh is a certified public
accountant, and our Board has unanimously determined that he
qualifies as an audit committee financial expert
under SEC rules and regulations.
Director
Compensation
The following table provides information for fiscal year 2011
compensation for all of our non-employee directors and
Mr. Thompson who served during the last fiscal year:
Fiscal
Year 2011 Director Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned
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|
|
|
|
|
|
|
|
|
|
|
|
or Paid in
|
|
|
Stock
|
|
|
Option
|
|
|
|
|
|
|
Cash
|
|
|
Awards
|
|
|
Awards
|
|
|
Total
|
|
Name
|
|
($)(1)(2)
|
|
|
($)(3)(6)
|
|
|
($)(8)
|
|
|
($)
|
|
|
Stephen M. Bennett
|
|
|
15,009
|
|
|
|
249,991
|
(7)
|
|
|
|
|
|
|
265,000
|
|
Michael A. Brown
|
|
|
95,001
|
|
|
|
199,999
|
|
|
|
|
|
|
|
295,000
|
|
William T. Coleman
|
|
|
70,001
|
|
|
|
199,999
|
|
|
|
|
|
|
|
270,000
|
|
Frank E. Dangeard
|
|
|
85,001
|
|
|
|
199,999
|
|
|
|
|
|
|
|
285,000
|
|
Geraldine B. Laybourne
|
|
|
15,009
|
|
|
|
249,991
|
(7)
|
|
|
|
|
|
|
265,000
|
|
David L. Mahoney
|
|
|
85,001
|
|
|
|
199,999
|
|
|
|
|
|
|
|
285,000
|
|
Robert S. Miller(4)
|
|
|
115,001
|
|
|
|
199,999
|
|
|
|
|
|
|
|
315,000
|
|
Daniel H. Schulman
|
|
|
95,001
|
|
|
|
199,999
|
|
|
|
|
|
|
|
295,000
|
|
John W. Thompson(5)
|
|
|
500,000
|
|
|
|
|
|
|
|
|
|
|
|
500,000
|
|
V. Paul Unruh
|
|
|
110,001
|
|
|
|
199,999
|
|
|
|
|
|
|
|
310,000
|
|
|
|
|
(1) |
|
Non-employee directors receive an annual retainer fee of $50,000
plus an additional annual fee of $15,000 (Compensation Committee
and Nominating and Governance Committee) or $20,000 (Audit
Committee) for membership on each committee. The chair of each
committee receives an additional annual fee of $15,000
(Compensation Committee and Nominating and Governance Committee)
or $25,000 (Audit Committee). |
|
(2) |
|
Amounts shown in this column includes a fractional share cash
payout of $1.02 for all directors listed, except
Mr. Thompson, from a stock award granted during the fiscal
year. |
|
(3) |
|
Amounts shown in this column reflect the aggregate full grant
date fair value calculated in accordance with FASB Accounting
Standards Codification Topic 718 for awards granted during the
fiscal year. |
|
(4) |
|
Mr. Miller received an additional annual fee in the amount
of $30,000 for his role as Lead Independent Director. |
|
(5) |
|
Represents Mr. Thompsons compensation for his service
as an employee of Symantec. Mr. Thompson does not receive
additional compensation for his service as Chairman and a
director of Symantec. |
|
(6) |
|
Messrs. Bennett, Brown, Coleman, Dangeard, Mahoney, Miller,
Schulman and Unruh and Ms. Laybourne were each granted
12,338 restricted stock units on May 10, 2010, with a per
share fair value of $16.21 and a full grant date fair value of
$199,999. |
|
(7) |
|
In lieu of cash, Mr. Bennett and Ms. Laybourne each
received 100% 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 3,084 shares at a per share fair value of $16.21
and a full grant date fair value of $49,992. The balance of
their fees were paid in cash as reported in the Fees
Earned or Paid in Cash column in the table above. |
16
|
|
|
(8) |
|
In fiscal years 2011, 2010 and 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
2011 fiscal year-end were: Mr. Brown (175,630),
Mr. Coleman (100,000), Mr. Mahoney (106,000),
Mr. Miller (148,000), Mr. Schulman (61,000), 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.
|
Annual Fees: In accordance with the
recommendation of the Compensation Committee, the Board
determined the non-employee directors compensation for
fiscal year 2011 as follows:
|
|
|
|
|
$50,000 annual cash retainer
|
|
|
|
$15,000 annual fee for committee membership ($20,000 for Audit
Committee membership)
|
|
|
|
$15,000 annual fee for chairing a committee of the Board
($25,000 for chairing the Audit Committee)
|
|
|
|
$30,000 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. All grants to
non-employee directors will be made on a discretionary basis
under the 2004 Equity Incentive Plan. Pursuant to a Non-Employee
Director Grant Policy adopted by our Board, each non-employee
member of the Board receives an annual award of fully-vested
restricted stock awards having a fair market value on the grant
date equal to a pre-determined dollar value, which was $200,000
during fiscal 2011. The restricted stock awards granted for
fiscal year 2011 were granted on May 10, 2010 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 NINE NOMINATED DIRECTORS.
17
PROPOSAL NO. 2
RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
The Audit Committee has appointed KPMG as Symantecs
principal independent registered public accounting firm to
perform the audit of Symantecs consolidated financial
statements for fiscal year 2012. As a matter of good corporate
governance, the Audit Committee has decided to submit its
selection of independent audit firm to stockholders for
ratification. In the event that this appointment of KPMG is not
ratified by a majority of the shares of common stock present or
represented at the Annual Meeting and entitled to vote on the
matter, the Audit Committee will review its future selection of
KPMG as Symantecs independent registered public accounting
firm.
The Audit Committee first approved KPMG as our independent
auditors in September 2002, and KPMG audited Symantecs
financial statements for Symantecs 2011 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
We regularly review the services and fees from our independent
registered public accounting firm, KPMG. These services and fees
are also reviewed with the Audit Committee annually. In
accordance with standard policy, KPMG periodically rotates the
individuals who are responsible for Symantecs 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 Symantecs
consolidated financial statements, KPMG provided various other
services during fiscal years 2011 and 2010. 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 2011 and 2010 for each of the following
categories of services are as follows:
|
|
|
|
|
|
|
|
|
Fees Billed to Symantec
|
|
2011
|
|
|
2010
|
|
|
Audit fees(1)
|
|
$
|
9,600,201
|
|
|
$
|
9,926,644
|
|
Audit related fees(2)
|
|
|
|
|
|
|
|
|
Tax fees(3)
|
|
|
60,787
|
|
|
|
98,613
|
|
All other fees(4)
|
|
|
922,607
|
|
|
|
444,010
|
|
|
|
|
|
|
|
|
|
|
Total fees
|
|
$
|
10,583,595
|
|
|
$
|
10,469,267
|
|
|
|
|
|
|
|
|
|
|
The categories in the above table have the definitions assigned
under Item 9 of Schedule 14A promulgated under the
Securities Exchange Act of 1934, as amended (the Exchange
Act), and these categories include in particular the
following components:
(1) Audit fees include fees for audit
services principally related to the year-end examination and the
quarterly reviews of 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 supplemental
internal audit services for Symantec. Another accounting firm
provides the majority of Symantecs outside tax services.
18
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
19
PROPOSAL NO. 3
AMENDMENT TO OUR 2000 DIRECTOR EQUITY INCENTIVE PLAN
We are asking stockholders to approve an amendment to our
2000 Director Equity Incentive Plan, as amended (the
Director Plan) to increase the number of
shares reserved for issuance thereunder by 50,000 shares,
which would increase the total number of shares reserved for
issuance under the Director Plan from 150,000 to 200,000. Each
non-employee member of our Board has an interest in
Proposal No. 3 since each such director is eligible to
participate in the Director Plan.
The Board believes that the amendment to increase the shares of
Symantec common stock available for issuance under the Director
Plan is in the best interests of Symantec and its stockholders.
The purpose of the Director Plan is to provide our non-employee
members of the Board with an opportunity to receive all or a
portion of the base retainer payable to such directors in the
form of common stock of the company and thus provide directors
with a means to acquire an equity interest in the company. By
providing the directors with an incentive based on increases in
the value of the companys stock, the directors
interests are more closely aligned with the interests of the
stockholders. The amount of the base retainer payable to members
of the Board is currently set at $50,000 per year.
Currently, there are a total of 150,000 shares of
Symantecs common stock reserved for issuance under the
Director Plan. As of August 1, 2011, a total of
121,125 shares have been issued under the Director Plan to
19 persons, leaving 28,875 shares reserved for future
issuance. During fiscal year 2011, 6,168 shares were issued
to eligible directors under the Director Plan. As discussed
under the Directors Compensation section of
this proxy statement, each director may elect to receive all or
a portion of his or her annual retainer in the form of Symantec
common stock. Without the additional 50,000 shares that are
the subject of this proposal, it is likely that there will not
be sufficient shares available under the Director Plan to comply
with this company policy.
Plan
History
The Director Plan was adopted by the Board on July 20, 2000
and approved by Symantecs stockholders on
September 18, 2000. The Director Plan was amended by the
Board on July 20, 2004 to reflect the increase in the
annual retainer from $25,000 to $50,000. The increase became
effective as of April 3, 2004. On September 15, 2004,
Symantecs stockholders approved amendments to the Director
Plan to (i) increase the number of shares reserved for
issuance thereunder by 50,000 shares (on a split-adjusted
basis), which would increase the total number of shares reserved
for issuance under the Director Plan from 50,000 to 100,000 (on
a split-adjusted basis), and (ii) provide for a
proportionate adjustment to the shares subject to the Director
Plan upon any stock dividend, stock split or similar change in
Symantecs capital structure. The Director Plan was again
amended by the Board on July 24, 2007 to increase the total
number of shares reserved for issuance under the Director Plan
by 50,000. On September 13, 2007, Symantecs
stockholders approved this increase, bringing the total number
of shares reserved for issuance under the Director Plan to
150,000. The Director Plan was amended by the Board on
March 4, 2009 to remove a requirement that not less than
50% of each directors annual retainer be paid in the form
of Symantec common stock. On July 26, 2011, the Board
approved an amendment to the Director Plan to increase the total
number of shares reserved for issuance under the Director Plan
by 50,000, subject to stockholder approval, which
Symantecs stockholders are being asked to consider and
vote upon at the meeting.
Summary
of the 2000 Director Equity Incentive Plan
The following summary of the principal provisions of the
Director Plan, as proposed for approval. This summary does not
purport to be a complete description of all of the provisions of
the Director Plan. It is qualified in its entirety by reference
to the full text of the Director Plan. A copy of the Director
Plan has been filed with the SEC with this proxy statement, and
any stockholder who wishes to obtain a copy of the Director Plan
may do so by written request to the Secretary at Symantecs
headquarters in Mountain View, California.
Purpose. The purpose of the Director Plan is
to provide members of the Board of Directors with an opportunity
to receive all or a portion of the retainer payable to each
director in common stock and thus provide directors of Symantec
with a means to acquire an equity interest in Symantec and
incentives based on increases in the value of Symantecs
common stock.
20
Administration. The Director Plan permits
either the Board or a committee appointed by the Board to
administer the Director Plan (in either case, the
Administrator). The Administrator has the
authority to construe and interpret the Director Plan and the
Administrator will ratify and approve all stock to directors
under the Director Plan. Currently the Compensation Committee
administrates the Director Plan.
Issuance of Stock. The Director Plan provides
that each director may elect to receive up to 100% of the
directors annual retainer in the form of an award of
unrestricted, fully-vested shares of Symantec common stock (the
Stock). On or before the first meeting of the
Board held in each fiscal year (the First
Meeting), each director is required to specify the
percentage, from 0% to 100%, of the retainer that is to be paid
in Stock. If no election is made by a director, the director is
deemed to have elected to receive 50% of the retainer in the
form of Stock. The number of shares of Stock to be issued
annually to each director will equal the portion of the retainer
for each year which a director elects to be paid in Stock,
divided by the closing price of the Symantec common stock on the
Nasdaq Global Select Market on the day immediately preceding the
First Meeting. The shares are issued to the directors promptly
following the First Meeting. Each director who is newly
appointed to the Board during the first half of the
Companys fiscal year is entitled to receive a pro rata
portion of the retainer for the current fiscal year (based on
the number of days remaining in such fiscal year, divided by
365 days). At the first Board meeting the newly appointed
director is eligible to attend, the director is required to
specify the percentage, from 0% to 100%, of the retainer that is
to be paid in stock.
Stock Reserved for Issuance. The Stock
reserved for issuance under the Director Plan consists of
authorized but unissued shares of Symantec common stock.
Assuming the stockholders of the company approve the proposed
amendment to the Director Plan, the aggregate number of shares
of Stock that may be issued under the Director Plan will be
200,000, which number will be proportionately adjusted upon any
stock dividend, stock split or similar change in the
companys capital structure.
Amendment and Termination of the Director
Plan. The Board may amend, alter, suspend or
discontinue the Director Plan at any time; provided, that no
amendment which increases the number of shares of Stock issuable
under the Director Plan shall be effective unless and until such
increase is approved by the stockholders of the company.
Federal
Income Tax Information
The following is a general summary as of the date of this proxy
statement of the U.S. federal income tax consequences to
directors associated with stock issued under the Director Plan.
U.S. federal tax laws may change and U.S. federal,
state and local tax consequences for any director will depend
upon his or her individual circumstances.
A director will recognize taxable income at the time stock is
issued under the Director Plan equal to the fair market value of
the Stock issued to the director. This amount must be treated as
ordinary income and may be subject to income tax withholding by
Symantec. Upon resale of the shares by a director, any
subsequent appreciation or depreciation in the value of the
stock will be treated as long-term or short-term capital gain or
loss.
New Plan
Benefits
Because the amount of Stock issued to directors under the
Director Plan will depend on the portion of the retainer each
director elects to have paid in the form of Stock and on the
fair market value of Symantecs common stock at future
dates, it is not possible to determine the benefits that will be
received by Symantecs directors under the Director Plan.
The following table summarizes the benefits that were received
by our current directors who are not executive officers in the
2011 fiscal year.
|
|
|
|
|
Name and Position
|
|
Number of Shares
|
|
Stephen M. Bennett
|
|
|
3,084
|
|
Geraldine B. Laybourne
|
|
|
3,084
|
|
Non-Executive Director Group (9 persons)
|
|
|
6,168
|
|
THE BOARD
RECOMMENDS A VOTE FOR APPROVAL OF
PROPOSAL NO. 3
21
PROPOSAL NO. 4
ADVISORY VOTE ON EXECUTIVE COMPENSATION
Under the Dodd-Frank Wall Street Reform and Consumer Protection
Act (the Dodd-Frank Act) and Section 14A of the
Exchange Act, stockholders are entitled to cast an advisory vote
on the compensation of our named executive officers, as
disclosed in this proxy statement. Accordingly, you are being
asked to vote on the following resolution at the Annual Meeting:
Resolved,
that the compensation paid to Symantec Corporations named
executive officers, as disclosed in this proxy statement
pursuant to the Securities and Exchange Commissions
compensation disclosure rules, including the Compensation
Discussion & Analysis, compensation tables and
narrative discussion set forth on pages 32 to 57 of this
proxy statement, is hereby approved.
As described more fully in the Compensation
Discussion & Analysis section of this proxy statement,
the Companys named executive officers are compensated in a
manner consistent with our
pay-for-performance
philosophy and corporate governance best practices. A few
highlights, which are discussed further in the Compensation
Discussion & Analysis, are:
|
|
|
|
|
Approximately 90% of our CEOs target compensation was
performance-based for fiscal 2011;
|
|
|
|
Our CEOs total direct compensation declined by
approximately 6% from fiscal 2010 to fiscal 2011, during a
period when we grew
year-over-year
revenue by 3% and we grew
year-over-year
cash flow from operations by 6%;
|
|
|
|
Our CEOs total target direct compensation for fiscal 2011
was below the median total target direct compensation of CEOs
within our peer group;
|
|
|
|
We do not provide for
gross-ups of
excise tax values under Section 4999 of the Internal
Revenue Code;
|
|
|
|
Any potential severance payments are well under 3 times our
executive officers total target cash compensation; and
|
|
|
|
We have clawback provisions in all of our executive compensation
plans.
|
We believe that our compensation program balances the interests
of all of our constituencies our stockholders, our
executive officers, the remainder of our employee base, our
business partners and our community by, among other things,
focusing on achievement of corporate objectives, attracting and
retaining highly-qualified executive management and maximizing
long-term stockholder value. We encourage you to read the
Compensation Discussion & Analysis, compensation
tables and narrative discussion in this proxy statement.
The vote on the compensation of our named executive officers is
advisory, and therefore not binding. Although the vote is
non-binding, the Compensation Committee and the Board value your
opinion and will consider the outcome of the vote in
establishing compensation philosophy and making future
compensation decisions.
THE BOARD
RECOMMENDS A VOTE FOR APPROVAL OF
PROPOSAL NO. 4
22
PROPOSAL NO. 5
ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES
ON EXECUTIVE COMPENSATION
The Dodd-Frank Act and Section 14A of the Exchange Act also
provide stockholders the opportunity to indicate how frequently
the Company should hold future advisory votes on the
compensation of our named executive officers. Stockholders may
indicate whether they would prefer to have future advisory votes
on executive compensation every year, every two years, every
three years or abstain from voting on this proposal.
After careful consideration, the Board recommends that future
advisory votes on compensation of our named executive officers
be held annually. Our Board believes that holding a vote every
year is the most appropriate option because (i) it would
enable our stockholders to provide us with input regarding the
compensation of our named executive officers on a timely basis;
and (ii) it is consistent with our practice of engaging
with our stockholders, and obtaining their input, on our
corporate governance matters and our executive compensation
philosophy, policies and practices.
Stockholders are not voting to approve or disapprove the
Boards recommendation. Instead, stockholders may indicate
their preference regarding the frequency of future advisory
votes on the compensation of our named executive officers by
selecting one year, two years or three years. Stockholders that
do not have a preference regarding the frequency of future
advisory votes should abstain from voting on the proposal. For
the reasons discussed above, we are asking our stockholders to
vote for an advisory vote on the compensation for our named
executive officers every one year.
The frequency with which future advisory votes on compensation
of our named executive officers are held is advisory, and
therefore not binding. Although the vote is non-binding, the
Compensation Committee and the Board value your opinion and will
consider the outcome of the vote in establishing the frequency
with which the advisory vote on compensation of our named
executive officers will be held in the future.
THE BOARD
RECOMMENDS A VOTE TO HOLD FUTURE ADVISORY VOTES ON EXECUTIVE
COMPENSATION EVERY ONE YEAR
UNDER PROPOSAL NO. 5
23
STOCKHOLDER
PROPOSAL
Proposal 6 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, 350 Ellis Street, Mountain View, California 94043,
telephone: (650) 527-8000.
RESOLVED, Shareowners ask our board to take the steps necessary
unilaterally (to the fullest extent permitted by law) to amend
our bylaws and each appropriate governing document to give
holders of 10% of our outstanding common stock (or the lowest
percentage permitted 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 law) in regard to calling a
special meeting that apply only to shareowners but not to
management
and/or the
board.
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,
management may become insulated and investor returns may suffer.
Shareowner input on the timing of shareowner meetings is
especially important during a major restructuring
when events unfold quickly and issues may become moot by the
next annual meeting. This proposal does not impact our
boards current power to call a special meeting.
This proposal topic won more than 60% support at the following
companies: CVS Caremark (CVS), Sprint Nextel (S), Safeway (SWY),
Motorola (MOT) and R.R. Donnelley (RRD).
The merit of this Special Shareowner Meeting proposal should
also be considered in the context of the need for additional
improvement in our companys 2010 reported corporate
governance status.
Please encourage our board to respond positively to this
proposal: Special Shareowner Meetings Yes on 6
Our Board
of Directors Statement in Opposition to
Proposal 6
The Board believes that it is important for stockholders to have
the ability to call a special meeting, but a reasonable holding
threshold is necessary to reduce the expense and disruption to
the Company and to prevent a small group of stockholders from
calling a special meeting to serve their self-interest, rather
than the best interests of the Company and its stockholders. Our
Board believes that passage of this proposal is not necessary
because Symantecs Bylaws already provide stockholders with
the ability to call special meetings and other meaningful rights
to take action and influence the governance of the Company.
Symantecs Bylaws already provide stockholders the
ability to call special meetings. Symantecs
Bylaws 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 our
Bylaws that would impede a stockholders right or negate
the intent of allowing stockholders to call special meetings.
The proposal would permit a special meeting without any
reasonable limitations, so that a small number of stockholders
could call a special meeting for any purpose, at any time and
with any frequency, for their own narrow purposes or to discuss
topics that the majority of our stockholders may have little or
no interest. Also, without having reasonable limitations,
stockholders could call a special meeting on matters that have
recently been rejected by our stockholders or are expected to be
considered at another scheduled meeting, which would impose
significant additional administrative and financial burdens on
the Company and distract management from their proper focus of
operating the business.
24
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. Symantecs 25% threshold is
consistent with the many other companies in the S&P 500,
and we believe represents an appropriate balance between
providing stockholders the ability to call special meetings to
vote on important matters that arise between annual meetings and
protecting the resources of the Company and interests of all of
our stockholders. 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.
Small, Special-Interest Stockholder Groups Could Abuse the
Right to Call Special Meetings. Each of our
directors has a fiduciary duty to represent all stockholders
when determining whether a matter is so pressing that it must be
addressed at a special meeting. In contrast, stockholders do not
have any fiduciary obligations to the Company or other
stockholders. The proposal would permit a small group of
stockholders who have a special interest to use the right to
call a special meeting to serve their narrow self-interests that
are not shared by our stockholders generally. For example,
event-driven hedge funds could use special meetings to disrupt
the Companys business to facilitate their own short-term
focused exit strategies. If this proposal was implemented at a
low 10% threshold, these small, special-interest stockholders
would have the ability to call a special meeting at their sole
discretion, at any time, with no duty to act other than in their
own interests.
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. Symantecs corporate
governance practices include:
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a majority voting requirement for the election of Directors;
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|
|
the Company has a declassified Board, meaning that the full
Board is elected annually;
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the Company does not have a poison pill in
place; and
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a simple majority vote requirement to amend our certificate of
incorporation or Bylaws, and to approve transactions.
|
Symantecs current practice includes communications with
our stockholders. Our senior executives regularly
engage with our stockholders over governance matters, executive
compensation, stockholder proposals and other matters in order
to better understand their concerns. Also, we encourage our
stockholders to communicate with our Board by contacting Board
members through our Corporate Secretary. Please see
Contacting the Board of Directors in this
proxy statement.
Stockholders are already protected under state law, other
regulations and Symantecs
Bylaws. Stockholder approval is required for a
variety of important, major corporate decisions. 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. In
addition, NASDAQ-listed companies, such as Symantec, are
required to obtain stockholder approval for certain actions,
such as 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 Exchange Act, and under our Bylaws to propose business to
be considered by the stockholders at the annual meetings of our
stockholders. Also, as mentioned above, stockholders have the
ability to call special meetings under our Bylaws.
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. 6.
PROXIES RECEIVED BY THE COMPANY WILL BE VOTED
AGAINST
THIS PROPOSAL UNLESS OTHERWISE INSTRUCTED.
25
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 1, 2011:
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|
|
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Equity Compensation Plan Information
|
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Number of Securities
|
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|
Number of Securities
|
|
|
|
Remaining Available for
|
|
|
to be Issued Upon
|
|
Weighted-Average
|
|
Future Issuance Under
|
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|
Exercise of
|
|
Exercise Price of
|
|
Equity Compensation Plans
|
|
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Outstanding Options,
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Outstanding Options,
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|
(Excluding Securities
|
Plan Category
|
|
Warrants and Rights
|
|
Warrants and Rights
|
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Reflected in Column (a))
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(a)
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(b)
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(c)
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Equity compensation plans approved by security holders
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57,421,214
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$
|
12.75
|
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128,995,666
|
(1)
|
Equity compensation plans not approved by security holders
|
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|
264,485
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(2)(3)
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$
|
7.01
|
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|
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|
Total
|
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|
57,685,699
|
|
|
$
|
12.72
|
|
|
|
128,995,666
|
|
|
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(1) |
|
Represents 33,951 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, 30,869,122 shares
remaining available for future issuance under Symantecs
2008 Employee Stock Purchase Plan and 97,882,994 shares
remaining available for future issuance as stock options,
restricted stock units or other awards permitted under
Symantecs 2004 Equity Incentive Plan. |
|
(2) |
|
Excludes 12,629,833 outstanding options as of April 1,
2011 that were assumed as part of the Veritas acquisition. Also
excludes 523,531 outstanding options as of April 1, 2011
that were assumed as part of other acquisitions. The weighted
average exercise price of these outstanding options was $23.69
as of April 1, 2011. 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 264,485 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 1, 2011, options to
purchase 264,485 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):
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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.
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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.
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|
Tax Status: All options granted under the plan
are non-qualified stock options.
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26
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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.
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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.
27
OUR
EXECUTIVE OFFICERS
The names of our executive officers, their ages as of
August 1, 2011, and their positions are shown below.
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Name
|
|
Age
|
|
Position
|
|
Enrique Salem
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|
|
45
|
|
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President and Chief Executive Officer
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James A. Beer
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50
|
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Executive Vice President and Chief Financial Officer
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Phillip A. Bullock
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46
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Senior Vice President and Chief Accounting Officer
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Janice D. Chaffin
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57
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Group President, Consumer Business Unit
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Francis A. deSouza
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40
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Group President, Enterprise Products & Services
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Rebecca Ranninger
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52
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Executive Vice President and Chief Human Resources Officer
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William T. Robbins
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43
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Executive Vice President, Worldwide Sales & Services
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Scott C. Taylor
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47
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Executive Vice President, General Counsel and Secretary
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J. David Thompson
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44
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Group President, Information Technology and Services Group
|
Rowan M. Trollope
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38
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Group President, SMB and Symantec.cloud
|
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.
Mr. Bullock has served as our Senior Vice President
and Chief Accounting Officer since October 2009.
Mr. Bullock joined Symantec as Vice President of Tax and
Trade Compliance in March 2006 and assumed responsibility for
the Companys corporate risk assurance function in March
2007. Prior to joining Symantec, Mr. Bullock had been
employed by Ernst & Young LLP since 1988 and was a
partner in Ernst & Youngs tax practice from
September 2000 through February 2006. Mr. Bullock holds a
bachelor of science degree in business administration,
accounting information systems, from Virginia Polytechnic
Institute and State University and a masters in
professional accounting degree from the University of Texas at
Austin.
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.
Ms. Chaffin is a member of the board of directors of
International Game Technology (IGT). 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. deSouza has served as our Group President, Enterprise
Products and Services since May 2011. From January 2009 to May
2011, Mr. deSouza served as our Senior Vice President,
Enterprise Security Group and from January 2008 to December 2008
as Vice President, Enterprise Messaging Management Group. Prior
to joining Symantec, from February 2001 to February 2006, he was
Founder and Chief Executive Officer of IMlogic, Inc., an
28
enterprise instant messaging software company, that was acquired
by Symantec. From February 1998 to February 2001, Mr. deSouza
served as Product Unit Manager, Real-time Collaboration Group at
Microsoft Corporation and from March 1997 to February 1998, he
was co-founder and Chief Executive Officer of Flash
Communications, an enterprise instant messaging company that was
acquired by Microsoft. Mr. deSouza is Chairman of the board of
directors of MedHelp International. Mr. deSouza received a
bachelors degree in electrical engineering and computer
science with a minor in economics and a masters degree
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. He 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. Mr. Thompson is a member of the
board of directors of CoreSite Realty Corporation.
Mr. Trollope has served as our Group President, SMB
and Symantec.cloud since May 2011. From April 2010 to May 2011,
Mr. Trollope served as our Senior Vice President, Symantec
Hosted Services. Mr. Trollope previously served as Senior
Vice President, Consumer R&D and Marketing from April 2007
to April 2010, and as Vice President, Consumer Product
Engineering from December 2005 to April 2007. From January 2004
to December 2005, Mr. Trollope led Symantecs high-end
enterprise security business as Vice President of Security
Management Solutions. Mr. Trollope has held various
management positions and functional leadership roles at Symantec
since September 1991, working as both an individual contributor
and leader in nearly every function in the R&D
organization. Mr. Trollope is also a co-founder and a
member of the board of directors of Software Shelf, Inc.
29
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of August 1,
2011, with respect to the beneficial ownership of Symantec
common stock by (i) each stockholder known by Symantec to
be the beneficial owner of more than 5% of Symantec common
stock, (ii) each member of the Board, (iii) the named
executive officers of Symantec included in the Summary
Compensation Table appearing on page 50 of this proxy
statement and (iv) all current executive officers and
directors of Symantec as a group.
Beneficial ownership is determined under the rules of the SEC
and generally includes voting or investment power with respect
to securities. Unless otherwise indicated below, the persons and
entities named in the table have sole voting and sole investment
power with respect to all shares beneficially owned, subject to
community property laws where applicable. Percentage ownership
is based on 749,532,637 shares of Symantec common stock
outstanding as of August 1, 2011 (excluding shares held in
treasury). Shares of common stock subject to stock options and
restricted stock units vesting on or before September 30,
2011 (within 60 days of August 1, 2011) 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.
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Amount and
|
|
|
|
|
|
|
Nature of
|
|
|
|
|
|
|
Beneficial
|
|
|
Percent
|
|
Name and Address of Beneficial Owner
|
|
Ownership
|
|
|
of Class
|
|
|
5% Beneficial Owner
|
|
|
|
|
|
|
|
|
Dodge & Cox(1)
|
|
|
58,991,116
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|
|
|
7.9
|
%
|
BlackRock, Inc.(2)
|
|
|
51,653,253
|
|
|
|
6.9
|
|
Directors and Executive Officers
|
|
|
|
|
|
|
|
|
John W. Thompson(3)
|
|
|
2,510,135
|
|
|
|
*
|
|
Enrique Salem(4)
|
|
|
1,535,025
|
|
|
|
*
|
|
James A. Beer(5)
|
|
|
728,559
|
|
|
|
*
|
|
Rebecca Ranninger(6)
|
|
|
667,986
|
|
|
|
*
|
|
William T. Robbins(7)
|
|
|
500,366
|
|
|
|
*
|
|
Janice D. Chaffin(8)
|
|
|
836,732
|
|
|
|
*
|
|
Robert S. Miller(9)
|
|
|
249,245
|
|
|
|
*
|
|
Michael A. Brown(10)
|
|
|
269,586
|
|
|
|
*
|
|
David L. Mahoney(11)
|
|
|
192,955
|
|
|
|
*
|
|
Daniel H. Schulman(12)
|
|
|
113,102
|
|
|
|
*
|
|
Geraldine B. Laybourne
|
|
|
52,892
|
|
|
|
*
|
|
Frank E. Dangeard
|
|
|
48,218
|
|
|
|
*
|
|
V. Paul Unruh(13)
|
|
|
217,736
|
|
|
|
*
|
|
Stephen M. Bennett
|
|
|
30,597
|
|
|
|
*
|
|
William T. Coleman(14)
|
|
|
69,600
|
|
|
|
*
|
|
All current Symantec executive officers and directors as a group
(20 persons)(15)
|
|
|
9,188,487
|
|
|
|
1.2
|
%
|
|
|
|
* |
|
Less than 1%. |
|
(1) |
|
Based solely on a Schedule 13G filing made by
Dodge & Cox on February 10, 2011, reporting sole
voting and dispositive power over the shares. This
stockholders address is 555 California Street, 40th Floor,
San Francisco, CA 94104. |
|
(2) |
|
Based solely on a Schedule 13G filing made by BlackRock,
Inc. on February 8, 2011, reporting sole voting and
dispositive power over the shares. This stockholders
address is 40 East 52nd Street, New York, NY 10022. |
|
(3) |
|
Includes 1,566,666 shares subject to options that will be
exercisable as of September 30, 2011. |
|
(4) |
|
Includes 1,247,501 shares subject to options that will be
exercisable as of September 30, 2011. |
30
|
|
|
(5) |
|
Includes 627,583 shares subject to options that will be
exercisable as of September 30, 2011. |
|
(6) |
|
Includes 549,676 shares subject to options that will be
exercisable as of September 30, 2011. |
|
(7) |
|
Includes 441,035 shares subject to options that will be
exercisable as of September 30, 2011. |
|
(8) |
|
Includes 792,090 shares subject to options that will be
exercisable as of September 30, 2011. |
|
(9) |
|
Includes 148,000 shares subject to options that will be
exercisable as of September 30, 2011. |
|
(10) |
|
Includes 175,630 shares subject to options that will be
exercisable as of September 30, 2011. |
|
(11) |
|
Includes 106,000 shares subject to options that will be
exercisable as of September 30, 2011. |
|
(12) |
|
Includes 36,000 shares subject to options that will be
exercisable as of September 30, 2011. |
|
(13) |
|
Includes 180,630 shares subject to options that will be
exercisable as of September 30, 2011. |
|
(14) |
|
Includes 60,000 shares subject to options that will be
exercisable as of September 30, 2011. |
|
(15) |
|
Includes 7,033,913 shares subject to options that will be
exercisable as of September 30, 2011. |
Symantec has adopted a policy that executive officers and
members of the Board hold an equity stake in the Company. The
policy requires each executive officer to hold a minimum number
of shares of Symantec common stock. Newly appointed executive
officers are not required to immediately establish their
position, but are expected to make regular progress to achieve
it. The Nominating and Governance Committee reviews the minimum
number of shares held by the executive officers and directors
from time to time. The purpose of the policy is to more directly
align the interests of our executive officers and directors with
our stockholders. See Stock Ownership Requirements
under the Compensation Discussion & Analysis 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
2011.
31
EXECUTIVE
COMPENSATION AND RELATED INFORMATION
COMPENSATION
DISCUSSION & ANALYSIS (CD&A)
INTRODUCTION
This compensation discussion and analysis describes the material
elements of Symantecs executive compensation program for
fiscal 2011. For fiscal 2011, our named executive officers
(NEOs) were:
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Enrique Salem, President and Chief Executive Officer
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James A. Beer, Executive Vice President and Chief Financial
Officer
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Janice D. Chaffin, Group President, Consumer Business Unit
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William T. Robbins, Executive Vice President, Worldwide Sales
and Services
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Rebecca Ranninger, Executive Vice President and Chief Human
Resources Officer
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Our
Compensation Philosophy: Pay for Performance
The overriding principle driving our compensation programs is
our belief that it benefits all of our constituencies for
managements compensation to be tied to our current and
long-term performance. The following factors demonstrate our
commitment to
pay-for-performance
and to corporate governance best practices:
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Approximately 90% of our CEOs target compensation was
performance-based for fiscal 2011;
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Our CEOs total direct compensation declined by
approximately 6% from fiscal 2010 to fiscal 2011, during a
period when we grew
year-over-year
revenue by 3% and
year-over-year
cash flow from operations by 6%;
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Our CEOs total target direct compensation for fiscal 2011
was below the median total target direct compensation of CEOs
within our peer group;
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We do not provide for
gross-ups of
excise tax values under Section 4999 of the Internal
Revenue Code, and any potential severance payments are well
under 3 times our executive officers total target cash
compensation; and
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We have clawback provisions in all of our executive compensation
plans (providing for the return of any excess compensation
received by an executive officer if the Companys financial
statements are the subject of a restatement due to error or
misconduct).
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To further demonstrate our commitment to pay for performance, we
made the following changes to our executive compensation program
for fiscal year 2012:
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We are shifting our target pay positioning for our executive
officers from the 65th percentile to the
50th percentile of the relevant market composite for
salary, and from the 50th percentile to the
65th percentile of the relevant market composite for other
performance-based pay elements; and
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We granted performance based restricted stock units
to our named executive officers in lieu of option grants, such
that our CEO received approximately 68% of his fiscal year 2012
equity grant in the form of performance-based restricted stock
units with a component explicitly linked to total stockholder
return over a two and three-year period.
|
Summary
of Compensation Matters During Fiscal 2011
In fiscal 2011, Symantec delivered 3%
year-over-year
growth in revenue and 6% growth in cash flow from operations
after a difficult fiscal 2010. In addition, strong bookings
performance drove record deferred revenue which grew 19%
year-over-year.
Our stock price growth of 10% reflected our resilience in
managing through the recent global recession. Our results also
reflected solid execution, market leading products and services,
strong customer relationships and strength in our backup, SaaS,
data loss prevention and consumer businesses as well as
stabilization in the storage management business. During fiscal
2011, we effectively integrated our authentication
32
and encryption acquisitions into Symantec and grew these
businesses using our broader distribution network. Our product
portfolio and customer reach have expanded as a result of these
acquisitions and we believe these acquired businesses will
continue to contribute to our revenue growth and cost efficiency.
As detailed below, during fiscal 2011, three core financial
metrics, which we believe are strongly correlated to enterprise
value for companies in our sector, were used to measure company
performance under our executive compensation programs: revenue,
non- GAAP earnings per share (EPS) and cash flow
from operations. In addition, business unit performance metrics
were a factor in the target bonus awards of our named executive
officers, other than our CEO, under our Executive Annual
Incentive Plan. Although our revenue in fiscal 2011 was slightly
below our targeted level of performance for the full fiscal
year, our EPS and cash flow from operations were higher than our
targeted levels of performance. Our named executive officers
were compensated in a manner consistent with our core
pay-for-performance
compensation philosophy as well as with the terms of our
compensation arrangements. The following are highlights of our
named executive officers compensation for fiscal 2011 and
are discussed in greater detail in this CD&A:
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Our executive compensation program is designed to pay for
performance, with a large portion of target total direct
compensation based on the performance of our company and its
business units . For fiscal 2011, short- and long-term incentive
compensation represented approximately 90% of our CEOs
target total direct compensation (sum of base
salary, target annual incentive, target cash long-term incentive
and grant date fair value of equity awards) and, on average,
approximately 74% of the target total direct compensation for
our other NEOs.
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We take a total rewards approach in determining our executive
officers compensation. While we had higher payouts under
the annual incentive plan and cash long-term incentive plan in
fiscal 2011 compared to fiscal 2010, the total direct
compensation for our CEO declined by 5.9% compared to fiscal
2010 due primarily to the smaller equity grant made. Total
direct compensation for our other NEOs increased by 1.4% on
average. The following table presents each named executive
officers total direct compensation (sum of base salary,
actual annual incentive plan payout, actual cash long-term
incentive plan accrual, and grant date fair value of equity
awards) for fiscal 2011 as compared to fiscal 2010:
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FY11
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FY10
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Change
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($)
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($)
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(%)
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Enrique Salem
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8,475,708
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9,004,962
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−5.9
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James A. Beer
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2,720,510
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2,674,266
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1.7
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Janice D. Chaffin
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2,293,710
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1,821,348
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25.9
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William T. Robbins
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1,950,236
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2,576,950
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−24.3
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Rebecca Ranninger
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1,771,423
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1,731,218
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2.3
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The measures in our executive officer cash incentive
compensation programs align with our focus on maximizing
long-term stockholder value. The three key financial metrics
used in our short- and long-term incentive compensation are
revenue, EPS and cash flow from operations. With the exception
of our CEO, a business unit performance metric is used for our
NEOs annual cash incentive compensation. Business unit
performance is measured against specific strategic and
operational performance goals established at the beginning of
the fiscal year.
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While our cash incentive compensation is designed to reward
outstanding performance, payout under each plan is capped to
discourage excessive or inappropriate risk taking by our
executives.
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For fiscal 2011, our named executive officers received 95% to
108% of their target payout under our Fiscal Year 2011 Executive
Annual Incentive Plans based on the Companys revenue and
EPS performance and, other than our CEO, the named executive
officers business unit performance.
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For fiscal 2011, our operating cash flow target was
$1,611 million and we achieved 111% of our target,
resulting in a payout of 155% of target bonus amounts under our
Long Term Incentive Plan for our named executive officers who
remain our employees as of the end of fiscal 2013.
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33
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For fiscal 2011, the named executive officers other than the CEO
received, on average, 57% of the value of their equity
compensation in the form of restricted stock units and 43% in
stock options, while the CEO received 50% of the value of his
equity compensation in the form of stock options and 50% in the
form of restricted stock units.
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The following are highlights of changes that we have implemented
in our executive compensation program for fiscal 2012:
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We will cease granting stock options as a part of the annual
equity compensation component of the compensation program for
our named executive officers. We will continue to grant
restricted stock units and will replace stock options with
performance-based restricted stock units using earnings per
share and relative total stockholder return as performance
measures, two metrics strongly tied to long-term stockholder
value creation. As a result, approximately 68% of the value of
our CEOs fiscal 2012 equity compensation is in the form of
performance-based restricted stock units and approximately 32%
is in the form of time-based restricted stock units.
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Consistent with prevailing market practices in our industry,
beginning in fiscal 2012, we are shifting our base salary
position strategy from targeting the 65th percentile of the
relevant market composite to the 50th percentile of the
relevant market composite, maintaining target total cash
compensation positioning at market 65th percentile, and
shifting our long-term incentive compensation position strategy
from 50th percentile of the relevant market composite to
65th percentile of the relevant market composite. As this
shift is implemented, these adjustments will allow for enhanced
emphasis on higher variable compensation rewards commensurate
with performance that drives stockholder value creation and less
emphasis on fixed compensation.
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Relationship
Between Company Performance and CEO Compensation
The following charts illustrate the relationship between our
CEOs total compensation (as shown in the Summary
Compensation Table on page 50) and the three key financial
metrics used in his incentive compensation.
CEO Total
Pay vs. Non-GAAP EPS*
34
CEO Total
Pay vs. Revenue*
CEO Total
Pay vs. Cash Flow from Operations
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* |
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For purposes of calculating achievements under these metrics,
foreign exchange movements were held constant at plan rates,
pursuant to the terms of the bonus plans. |
Roles
of Our Compensation Committee, Executive Officers and
Consultants in our Compensation Process
The Compensation Committee, which is comprised entirely of
independent directors, is responsible for overseeing all of
Symantecs compensation programs, including the review and
recommendation to the independent directors of our Board all
compensation arrangements for our Chief Executive Officer and
the review and approval of the compensation payable to our other
named executive officers.
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 determine 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.
Since fiscal 2004, the Compensation Committee has engaged
Mercer, an outside consulting firm, to provide advice and
ongoing recommendations on executive compensation matters. The
Compensation Committee oversees Mercers engagement. Mercer
representatives meet informally with the Compensation Committee
Chair and the Chief Human Resources Officer and regularly with
the Compensation Committee during its regular meetings,
including in executive sessions from time to time without any
members of management present.
As part of its engagement in fiscal 2011, Mercer provided, among
other services, advice and recommendations on the amount and
form of executive and director compensation. For example, Mercer
evaluated and advised the Compensation Committee on the peer
group that the Compensation Committee uses to develop a market
composite for purposes of establishing named executive officer
pay levels (as described below), the competitiveness of our
director and executive compensation programs, the proposed
performance goals and ranges for incentive plans,
35
compensation-related trends and developments in our industry and
the broader talent market and regulatory developments relating
to compensation practices.
We paid Mercer approximately $200,000 for executive compensation
services in fiscal 2011. In addition, with the Compensation
Committees approval, management engaged and Symantec paid
Mercer and its affiliates for other services, including
approximately $1.975 million for other unrelated consulting
and business services. We also reimbursed Mercer and its
affiliates for reasonable travel and business expenses.
The Compensation Committee establishes our compensation
philosophy, approves our compensation programs and solicits
input and advice from several of our executive officers and
Mercer. As mentioned above, our CEO provides the Board of
Directors and the Compensation Committee with feedback on the
performance of our executive officers and makes compensation
recommendations that go 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 Symantecs 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 the named executive
officers, consistent with our compensation philosophy. 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,
non-GAAP earnings per share and, for all named executive
officers other than our CEO, business unit performance.
Long-term results are measured by share price appreciation, and
achievement of operating cash flow targets. As explained below,
beginning with fiscal 2012, our long-term results will also be
measured by the achievement of the total stockholder return
ranking for our company as compared to the S&P 500.
Appropriate Market Positioning: Our general
pay positioning strategy is to target the levels of base salary,
annual short-term cash incentive structure and long-term
incentive opportunities and benefits for named executive
officers with reference to the relevant market composite for
each position. The Compensation Committee may set the actual
components for an individual named executive officer above or
below the positioning benchmark based on factors such as
experience, performance achieved, specific skills or
competencies, the desired pay mix (e.g., emphasizing short- or
long-term results), and our budget.
Through the end of fiscal 2011, our policy was 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 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 were positioned at this
level to attract and retain high caliber talent in the highly
competitive technology market. We believed that the target
long-term incentive strategy allowed 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 deemed
appropriate. For fiscal 2011, the pay mix for executives
emphasized long-term performance through a majority of pay
opportunity coming in the form of long-term award vehicles. By
using these targets, we believed that upside opportunity in the
short- and long-term incentive plans was available in the event
of outstanding financial performance in fiscal 2011.
Beginning in fiscal 2012, to further strengthen our pay for
performance focus, we are shifting our general pay positioning
strategy to target 50th percentile of the relevant market
composite for base salary and 65th percentile of
36
the relevant market composite for short- and long-term incentive
compensation and total direct compensation. These adjustments
will allow for enhanced emphasis on higher variable compensation
rewards commensurate with performance that drives stockholder
value creation and for less emphasis on fixed compensation.
Competitive Market Assessments: Market
competitiveness is one factor that the Compensation Committee
considers each year in determining a named executive
officers overall compensation package, including pay mix.
The Compensation Committee relies on various data sources to
evaluate the market competitiveness of each pay element,
including publicly-disclosed data from a peer group of companies
(see discussion below) and published survey data from a broader
set of information technology companies that 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 that 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 evaluate 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.
The peer group is generally reviewed on an annual basis, and may
be adjusted from time to time based on a comparison of market
capitalization, industry and peer group performance. We did not
make any changes to our peer group for fiscal 2011. The
following companies were included in our peer group analysis:
Symantec
Peer Group
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Adobe Systems
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Analog Devices
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Apple
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CA
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Cisco Systems
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Electronic Arts
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EMC
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Harris Corp
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Juniper Networks
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Lexmark International
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NetApp
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Oracle
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Qualcomm
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Seagate Technology
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Yahoo!
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Appropriate Pay Mix: Consistent with our
pay-for-performance
philosophy, our executive officers compensation is
structured with a large portion of their total direct
compensation paid based on the performance of the Company and
the applicable business unit. 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 competitiveness of the market for executive talent,
company performance, business unit performance, internal pay
equity and historical compensation. In making its determinations
with regard to compensation, the Compensation Committee reviews
the various compensation elements for the CEO and 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 vested and unvested equity
awards actually or potentially issued).
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. A materially higher proportion
of the CEOs compensation opportunity is at-risk relative
to the other named executive officers because the nature of his
role and ability to influence the Companys performance. As
illustrated by the following charts, for fiscal 2011,
approximately 90% of our CEOs target total direct
compensation (sum of base salary, target
37
annual incentive, target cash long-term- incentive and grant
date fair value of equity awards) was performance-based, and
approximately 74% was performance-based for our other named
executive officers:
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FY11 CEO Target Direct Compensation
Mix
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FY11 All Other NEOs Average Target
Direct Compensation Mix
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Further, the following charts illustrate the compensation pay
mixes of our NEOs fiscal 2012 target total direct
compensation which includes performance-based restricted stock
units (as described further below). Notably, the proportion of
at-risk pay to total pay for our NEOs will increase from fiscal
2011 to fiscal 2012.
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FY12 CEO Target Direct Compensation
Mix
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FY12 All Other NEOs Average Target
Direct Compensation Mix
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* |
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The values of PRU grants were calculated using the grant date
fair value. |
The Compensation Committee, in consultation with Mercer, has
conducted a risk analysis on Symantecs compensation
policies and practices, and does not believe that our
compensation programs encourage excessive or inappropriate risk
taking by our executives or are reasonably likely to have a
material adverse effect on the Company.
Form and Mix of Long-Term Equity Incentive
Compensation: We have used two forms of equity
for long-term equity incentive compensation in the last several
years: stock options and restricted stock units. (See
Equity Incentive Awards below for more information
regarding the specific features of each form). For fiscal 2011,
the named executive officers, other than the CEO, received
approximately 57% of the value of their equity compensation in
the form of restricted stock units and 43% in the form of stock
options, while the CEO received
38
approximately 50% of his equity compensation in fiscal 2011 in
the form of stock options and 50% in restricted stock units.
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. (For compensation valuation
purposes, we use the same Black-Scholes option pricing method
and assumptions used for recognizing expenses in our
consolidated financial statements contained in our annual report
on Form 10-K for fiscal year 2011. The Black-Scholes assumptions
used in calculating our NEOs option grants are included in
the Summary of Compensation Table. The awards made to our named
executive officers other than the CEO are determined by the
Compensation Committee after reviewing recommendations made by
the CEO. In determining its recommendations to the independent
directors of the Board, in the case of CEO compensation, and in
making compensation decisions with respect to other named
executive officers, the Compensation Committee may consider
factors such as the 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, individual
performance, and other factors.
COMPENSATION
COMPONENTS
Compensation for our named executive officers includes the
following components:
Base
Salary
The Compensation Committee reviews the named executive
officers salaries annually as part of its overall
competitive market assessment and may make adjustments based on
positioning relative to market, individual role and contribution
levels, and our overall salary budget. The independent members
of the Board of Directors review 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. Based on a compensation market assessment
conducted by Mercer, the Compensation Committee made a decision
to increase our CEOs base salary to $750,000 for fiscal
2011. Prior to this increase, our CEOs base salary had
remained the same since he was promoted to Chief Operating
Officer in January 2008 and was not adjusted when he was
promoted to Chief Executive Officer in April 2009 due to overall
company salary freezes driven by the economic environment. The
increase brought our CEOs base salary closer to the
25th percentile of CEOs within our peer group. Prior to
fiscal 2011, other NEOs had not received base salary increases
for 3 years except in connection with promotions. For
fiscal 2011, they received a merit increase ranging from 4.8% to
11.1% based on an evaluation of individual role, performance,
contribution level and market compensation position. The
following table presents each named executive officers
base salary for fiscal 2011 as compared to fiscal 2010:
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FY11
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FY10
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Change
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($)
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($)
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(%)
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Enrique Salem
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750,000
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625,000
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20.0
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James A. Beer
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700,000
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660,000
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6.1
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Janice D. Chaffin
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500,000
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450,000
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11.1
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William T. Robbins
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475,000
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|
|
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453,375
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4.8
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Rebecca Ranninger
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|
|
420,000
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|
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400,000
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|
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5.0
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|
Executive
Annual Incentive Plan
The Executive Annual Incentive Plans for our executive officers
are adopted pursuant to the Senior Executive Incentive Plan
(SEIP) most recently approved by our stockholders in
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
below. The Compensation Committee may choose to measure the
named executive officers achievement against specific
business unit or individual performance targets as well.
39
Executive Annual Incentive Plan Target
Opportunities: Under the Executive Annual
Incentive Plans for a given fiscal year, each named executive
officer has a target award opportunity, expressed as a
percentage of base salary, with the ability to earn above or
below that target based on actual performance. Target award
opportunities for our Executive Annual Incentive Plans are
established by the Compensation Committee using peer group and
survey data and taking into account other factors. The following
table presents each named executive officers target bonus
opportunity actual and as a percentage of base salary for fiscal
2011 as compared to fiscal 2010:
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FY11 Target
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FY10 Target
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FY11
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FY10
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Change
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% of Base
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% of Base
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($)
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($)
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(%)
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Enrique Salem
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150
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125
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1,125,000
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781,250
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44.0
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James A. Beer
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90
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80
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630,000
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528,000
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19.3
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Janice D. Chaffin
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90
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80
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450,000
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360,000
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25.0
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William T. Robbins
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80
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80
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380,000
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362,700
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4.8
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Rebecca Ranninger
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60
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60
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252,000
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240,000
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5.0
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The award opportunities for fiscal 2011 were determined based on
the relevant market composite, the desired mix between cash and
equity-based incentive pay, internal pay equity goals, and the
role of the named executive officer. Taking into account these
factors, for fiscal 2011, the Compensation Committee increased
the target award opportunity as a percentage of base salary for
Enrique Salem, James Beer and Janice Chaffin to be closer to the
median level of relevant market composite. In addition,
Mr. Salems target award opportunity was increased to
place additional emphasis on performance-based variable pay
relative to his total direct compensation.
At the time award opportunities are established, there is no
assurance that the amount of the target awards will be realized.
Each named executive officer must achieve threshold performance
for each metric established in the named executive
officers executive annual incentive plan to receive any
payment for such metric. The payout under the Executive Annual
Incentive Plan is also capped at different levels based on the
performance metric.
Executive Annual Incentive Plan Performance Measures and
Target Setting: Executive Annual Incentive
Plan performance targets are established at 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 2011, the
Compensation Committee made adjustments to both the revenue and
Non-GAAP EPS targets for several acquisitions made during
the year. The determination of awards for the revenue and
Non-GAAP EPS metrics is formulaic, while the business unit
performance metric is determined based on a qualitative
evaluation of business unit performance against pre-established
operational and strategic goals. Although the Compensation
Committee has the discretion to adjust awards as appropriate, it
did not exercise such discretion for fiscal 2011.
The performance measures and weightings under the Fiscal Year
2011 Executive Annual Incentive Plans for the named executive
officers were as follows:
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Business
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Non-GAAP
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Unit
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Revenue
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EPS
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Performance
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CEO
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50
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%
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50
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%
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0
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%
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Other NEOs
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50
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%
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20
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%
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30
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%
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We used the above performance metrics because:
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Over time, revenue and Non-GAAP EPS measures have strongly
correlated with stockholder value creation for Symantec;
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40
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Improvement in revenue and Non-GAAP EPS measures aligns
with our overall growth strategy;
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The revenue and Non-GAAP EPS measures are transparent to
investors and are included in our quarterly earnings releases;
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The revenue and Non-GAAP EPS measures balance growth and
profitability;
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The performance goals used for the business unit performance
component align with our operational and strategic
objectives; and
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The business unit performance metric provides a balance in
incentive compensation as it focuses on both operational
excellence and strategic goals.
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Revenue and non-GAAP EPS performance targets 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. A threshold performance level resulted in a payout of 70%
of the target opportunity in the case of revenue and 75% of the
target opportunity in the case of EPS. 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 up to 10% over
target for a maximum payout of 200% of the target opportunity.
For EPS, the payout increases or decreases by 5% of the target
opportunity for each additional 1% above or below target
achievement levels (assuming the threshold is met), subject to a
cap of a 150% payout upon 110% achievement. The following table
summarizes the foregoing discussion of threshold, target and
maximum performance levels and the relative payout at each level
under the Fiscal Year 2011 Executive Annual Incentive Plans:
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Revenue
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EPS
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Performance
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Payout
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Performance
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Payout as
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as % of
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as % of
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as % of
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% of
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Target
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Target
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Target
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Target
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Threshold
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94
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70
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95
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75
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Target
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100
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100
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100
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100
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Maximum
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110
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200
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110
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150
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The performance objectives used to determine the achievement of
a business unit performance are established at or shortly after
the beginning of the fiscal year. The objectives chosen are
measurable goals and published internally within the Company.
Each business unit sets its objectives in the following four
areas and results are monitored quarterly:
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Business Results
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Customer and Partner Loyalty
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Operational Excellence
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Employee Engagement
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The CEO evaluates the performance level of each named executive
officers business unit against the pre-determined goals
following the end of fiscal year, then makes recommendations to
the Compensation Committee. The Compensation Committee then
reviews the CEOs compensation recommendations for the
other named executive officers, makes any appropriate
adjustments, and approves their compensation. The potential
payout for this metric ranges from 0% to 150% based on
achievement of these preset goals.
Fiscal
Year 2011 Results
For fiscal 2011, our revenue target was $6,325 million and
our non-GAAP EPS target was $1.35 per share. The Company
performed at 96% of the revenue goal, resulting in an 80% payout
for that portion of the plan based on the plan target amount,
and performed at 106% of the non-GAAP EPS goal, resulting
in a payout for that portion of the
41
plan at 130% of the plan target amount. For purposes of
calculating achievements under these goals, foreign exchange
movements were held constant at plan rates, pursuant to the
terms of the plans. In general, business unit performance was
above target for each of our named executive officers whose
award included a business unit performance goal. Our NEOs
fiscal 2011 total payout as percentage of target opportunity and
total payout amounts are provided in the table below:
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Total Payout as
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Payout
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% of Target
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Amount ($)
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Enrique Salem
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105
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1,181,250
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James A. Beer
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104
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652,050
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Janice D. Chaffin
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95
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425,250
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William T. Robbins
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108
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410,400
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Rebecca Ranninger
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101
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253,260
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Long Term
Incentive Plan (LTIP)
In May 2010, the Compensation Committee approved our LTIP for
fiscal 2011. Under the terms of the FY11 LTIP, named executive
officers are eligible to receive performance-based compensation
based upon the level of attainment of target operating cash flow
for the fiscal year ending April 1, 2011. The Compensation
Committee implemented the FY11 LTIP to provide an ongoing
retention and performance incentive by balancing option and
restricted stock unit vesting periods (four years each) with a
component that will enhance the alignment to long-term financial
performance. The FY11 LTIP was adopted pursuant to the SEIP most
recently approved by our stockholders in 2008.
FY11 LTIP Target Opportunities: The
target bonus amounts under the FY11 LTIP were $2,000,000 for
Enrique Salem and $300,000 for each of the other named executive
officers.
FY11 LTIP Performance Measure and Target
Setting: Under the FY11 LTIP, the long-term
incentive metric is measured at the end of the one-year
performance period (i.e., the end of fiscal 2011) 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 2013). We
believe the combination of these performance goals and this
time-based vesting period provide appropriate performance
incentives and promote the long-term retention of our executive
officers. By basing the FY11 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 revenue and EPS, which can lead to
fluctuations in results that are not necessarily directly tied
to our business success.
A participant is eligible for 25% of the target FY11 LTIP award
if at least 85% of budgeted operating cash flow target is
achieved with respect to the performance period and for up to
200% of the target FY11 LTIP award if at least 120% of budgeted
operating cash flow is attained with respect to the performance
period. The following table presents the threshold, target and
maximum performance levels of the operating cash flow target as
a percentage of the performance target and the relative payout
at each level as a percentage of the applicable target
opportunity under the FY11 LTIP:
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Cash Flow from Operations
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Performance as
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Payout as
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% of Target
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% of Target
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Threshold
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85
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25
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Target
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100
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100
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Maximum
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120
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200
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42
At the time award opportunities are established, there is no
assurance that the amount of the target awards will be realized.
A participant must be an employee of the Company on the payment
date to receive the payment, creating a strong incentive for our
executive officers to serve through the payment date for these
awards. 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.
For fiscal 2011, our operating cash flow target was
$1,611 million and we achieved 111% of our target,
resulting in a payout of 155% of target bonus amounts under our
FY11 LTIP for our named executive officers who remain our
employees as of the end of fiscal 2013. This level of
achievement against target compares to our reported increase in
cash flow from operations of approximately 6% from fiscal 2010
to fiscal 2011.
Our NEOs fiscal 2011 LTIP target awards, actual awards and
total payout as percentage of target opportunity are provided in
the table below:
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LTIP
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LTIP Actual
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Payout as
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Target ($)
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|
Award ($)
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% of Target
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|
Enrique Salem
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2,000,000
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3,100,000
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155
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|
James A. Beer
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300,000
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465,000
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155
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Janice D. Chaffin
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300,000
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465,000
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155
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William T. Robbins
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300,000
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465,000
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155
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Rebecca Ranninger
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300,000
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465,000
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155
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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 (including performance-based restricted
stock units). We granted named executive officers stock options
and restricted stock units in fiscal 2011 (as described in more
detail below, including under the Summary Compensation Table and
Grants of Plan-Based Awards table on pages 50 and 52,
respectively). We also offer all employees the opportunity to
participate in the 2008 Employee Stock Purchase Plan, which
allows for the purchase of our stock at a discount to the fair
market value through payroll deductions. This plan is designed
to comply with Section 423 of the Code. During fiscal 2011,
four named executive officers participated in the 2008 Employee
Stock Purchase Plan.
We seek to provide equity incentive awards that are competitive
with companies in our peer group and the other information
technology companies that the Compensation Committee includes in
its 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 named executive officer. In making equity awards,
we also generally take into consideration gains recognizable by
the executive from equity awards made in prior years. Mercer
provides the Compensation Committee with market data on these
matters, as well as providing to the Compensation Committee
summaries of the prior grants made to the individual named
executive officers.
For fiscal 2011, on average 57% of the named executive
officers (other than the CEO) equity incentive award value
was granted in the form of restricted stock units and
approximately 43% in the form of stock options. The CEOs
equity incentive award value for fiscal 2011 was approximately
equally distributed between restricted stock units and stock
options.
43
Stock Options: Stock 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 so that 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.
Stock option awards generally have value for the executive only
if the executive remains employed with us for the period
required for the shares to vest. Stock options granted in fiscal
2011 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
2011 are disclosed in the Summary Compensation Table and Grants
of Plan-Based Awards table included on pages 50 and 52,
respectively.)
Restricted Stock Units (RSUs): RSUs
represent the right to receive one share of Symantec common
stock for each RSU vested upon the settlement date, which is the
date on which certain conditions, such as continued employment
with us for a pre-determined length of time, are satisfied. The
Compensation Committee believes that RSUs align the interests of
the named executive officers with the interests of 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 2011 provided that each award vests
in four equal annual installments. (Details of RSUs granted to
the named executive officers in fiscal 2011 are disclosed in the
Summary Compensation Table and Grants of Plan-Based Awards table
on pages 50 and 52, respectively.)
The following table summarizes the value of our NEOs total
target long-term incentive compensation awarded (sum of stock
option and RSU grant date fair value and LTIP target award) in
fiscal 2011 and 2010. With the exception of Janice Chaffin, our
NEOs total target long-term incentive compensation value
declined in fiscal 2011, both because they received
comparatively fewer options and RSUs in fiscal 2011 and because
the grant date value of Symantecs stock was slightly lower
in fiscal 2011 than in fiscal 2010. Ms. Chaffins
total target long-term incentive compensation value increased
because she received a larger equity grant in fiscal year 2011
as a result of the strong performance of the consumer business
unit during fiscal 2010, which included the successful launch of
the Companys new eCommerce store.
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|
|
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|
|
FY11 ($)
|
|
FY10 ($)
|
|
Change (%)
|
|
Enrique Salem
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|
|
5,444,458
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|
|
|
7,286,993
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|
|
|
−25.3
|
|
James A. Beer
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|
|
1,203,460
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|
|
|
1,597,146
|
|
|
|
−24.6
|
|
Janice D. Chaffin
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|
|
1,203,460
|
|
|
|
1,093,548
|
|
|
|
10.1
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|
William T. Robbins
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|
|
899,836
|
|
|
|
1,827,775
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|
|
|
−50.8
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|
Rebecca Ranninger
|
|
|
933,163
|
|
|
|
1,062,418
|
|
|
|
−12.2
|
|
Performance-based Restricted Stock Units
(PRUs): For fiscal 2012, the Compensation
Committee granted PRUs for the first time in furtherance of our
pay for performance philosophy. These PRU grants were in lieu of
the stock options that we have historically awarded as a part of
our annual executive compensation program. While this
development did not impact compensation decisions during fiscal
2011, implementation of this program represents an important
step taken by our Compensation Committee to continue to drive a
pay-for-performance
culture with a component explicitly linked to total stockholder
return. Unlike our restricted stock unit awards, the shares
underlying the PRUs awarded for fiscal 2012 are eligible to be
earned only if we achieve the same non-GAAP EPS goal for
the FY12 Executive Annual Incentive Plan for fiscal 2012.
Depending on our achievement of this goal, 0% to 133% of the
target shares will be eligible to be earned at the end of fiscal
2013 and 2014, based on, and subject to further adjustment as a
result of, the achievement of the total stockholder return
(TSR) ranking for our company as compared to the
S&P 500. If any target shares become eligible (the
eligible shares) to be earned in fiscal 2013 and
2014 as a result of achievement of the non-GAAP EPS goal
for fiscal 2012, then 50% to 150% of one-half of the eligible
shares may be earned based on the achievement of the TSR goal
for the two years ended March 29, 2013 and
44
50% to 150% of one-half of the eligible shares (plus any
eligible shares not earned on March 29, 2013 if less than
100% of the TSR goal is achieved for the two-year period then
ended) may be earned based on the achievement of the TSR goal
for the three years ended March 28, 2014. Subject to
certain exceptions (including acceleration of vesting upon a
change in control of the company under the terms of the Symantec
Executive Retention Plan, as amended), the award shall vest, if
at all, only at the end of the third year of the performance
period (i.e., fiscal 2014), and the named executive officer must
be employed by us at the end of such period in order to vest in
the award.
Burn Rate and Dilution: We closely
manage how we use our equity to compensate employees. We think
of gross burn rate as the total number of shares
granted under all of our equity incentive plans during a period
divided by the weighted average number of shares of common stock
outstanding during that period and expressed as a percentage. We
think of net burn rate as the total number of shares
granted under all of our equity incentive plans during a period,
minus the total number of shares returned to such plans through
awards cancelled during that period, divided by the weighted
average number of shares of common stock outstanding during that
period, and expressed as a percentage. Overhang we
think of as the total number of shares underlying options and
awards outstanding plus shares available for issuance under all
of our equity incentive plans at the end of a period divided by
the weighted average number of shares of common stock
outstanding during that period and expressed as a percentage.
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. The Compensation
Committee determines the percentage of equity to be made
available for our equity programs with reference to the
companies in our market composite. In addition, the Compensation
Committee considers the accounting costs that will be reflected
in our financial statements when establishing the forms of
equity to be granted and the size of the overall pool available.
For fiscal 2011, our gross burn rate was 3.5%, our net burn rate
was 3.28%, and our overhang was 23.43%. Our burn rate was
somewhat higher than our historical average in fiscal 2011
largely due to the equity awards granted to employees in
connection with our acquisition of the identity and
authentication business of VeriSign.
Equity Grant Practices: The
Compensation Committee generally approves grants to the named
executive officers at its first meeting of each fiscal year, or
thereafter through subsequent action. The grant date for all
stock options and RSUs granted to employees, including the named
executive officers, is generally the 10th day of the month
following the applicable meeting. If the 10th day is not a
business day, the grant is generally made on the previous
business day. The 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. For additional information about these
arrangements, see Other Benefits
Change of Control and Severance Arrangements below and
Potential Payments Upon Termination or Change in
Control, below.
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 named executive
officers in fiscal 2011 as the overall composition and amount of
other reward elements was judged to be sufficient to provide an
appropriate 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
45
the same terms as are available to all employees generally.
These rewards are designed to be competitive with overall market
practices, and are in place to attract and retain the talent
needed in the business. In addition, named executive officers
are eligible to participate in the deferred compensation plan,
and to receive other benefits described below.
Deferred Compensation: Symantecs
named executive officers are eligible to participate in a
nonqualified deferred compensation plan that provides management
employees on our U.S. payroll with a base salary of
$150,000 or greater (including our named executive officers) the
opportunity to defer up to 75% of base salary and 100% of cash
bonuses for payment at a future date. This plan is provided to
be competitive in the executive talent market, and to provide
executives with a tax-efficient alternative for receiving
earnings. One of our named executive officers participated in
this plan during fiscal 2011. The plan is described further
under Non-Qualified Deferred Compensation in Fiscal
2011, on page 55.
Additional Benefits: Symantecs
named executive officers typically do not receive perquisites,
except in limited circumstances when deemed appropriate by the
Compensation Committee. For example, an additional benefit
available to named executive officers is reimbursement for up to
$10,000 for financial planning services. The Compensation
Committee provides certain perquisites because it believes they
are for business-related purposes or are prevalent in the
marketplace for executive talent. The value of the perquisites
we provide 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 50).
Change in Control and Severance
Arrangements: 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 after 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 typically do
not provide other change of control or severance arrangements to
our executive officers, although in connection with his
promotion to CEO in 2009, we entered into an employment
agreement with Enrique Salem that provides him with certain
benefits upon the involuntary termination of his employment
under certain circumstances, including acceleration of vesting
and severance payments in connection with a change of control.
We do not provide for
gross-ups of
excise tax values under Section 4999 of the Internal
Revenue Code. Rather, we allow the named executive officer to
reduce the benefit received or waive the accelerated vesting of
options to avoid excess payment penalties. Details of each
individual named executive officers benefits, including
estimates of amounts payable in specified circumstances, are
disclosed under Potential Payments Upon Termination or
Change in Control below.
SUPPLEMENTARY
POLICIES AND CONSIDERATIONS
We use several additional policies to ensure that the overall
compensation structure is responsive to stockholder interests
and competitive with the market. Specific policies include:
Stock
Ownership Requirements
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 level:
|
|
|
|
|
CEO: 150,000 shares
|
|
|
|
CFO: 85,000 shares
|
|
|
|
Group Presidents and Executive Vice Presidents:
35,000 shares
|
|
|
|
Chief Accounting Officer (if not otherwise included above):
20,000 shares
|
46
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 Symantec
(or four years following the adoption date of these guidelines).
Stock options and unvested restricted stock awards 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 August 1, 2011, all named executive officers have
reached the stated ownership requirements. See the table below
for individual ownership levels relative to the executives
ownership requirement.
|
|
|
|
|
|
|
|
|
|
|
Ownership
|
|
|
|
|
Requirement
|
|
Holdings as of
|
Named Executive Officer
|
|
(# of shares)
|
|
August 1, 2011
|
|
Enrique Salem
|
|
|
150,000
|
|
|
|
260,524
|
|
James A. Beer
|
|
|
85,000
|
|
|
|
100,976
|
|
Janice D. Chaffin
|
|
|
35,000
|
|
|
|
44,642
|
|
William T. Robbins
|
|
|
35,000
|
|
|
|
59,331
|
|
Rebecca Ranninger
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|
|
35,000
|
|
|
|
118,310
|
|
Recoupment
Policies (Clawbacks)
Since fiscal 2009, we have included provisions within our
executive annual incentive plans to the effect that we will seek
reimbursement of excess incentive cash compensation if our
financial statements are the subject of a restatement due to
error or misconduct. Our long-term incentive plans have
contained such provisions since their inception during fiscal
2008.
Certain
Other Securities Matters
Our Insider Trading Policy prohibits all directors and employees
from short-selling Symantec stock or engaging in transactions
involving Symantec-based derivative securities, including, but
not limited to, trading in Symantec-based option contracts (for
example, buying
and/or
writing puts and calls).
In addition, our Insider Trading Policy requires that our Chief
Executive Officer, Chief Financial Officer, and each of our
directors conduct open market sales of our securities only
through use of stock trading plans adopted pursuant to
Rule 10b5-1
of the Exchange Act.
Rule 10b5-1
allows insiders to sell and diversify their holdings in our
stock over a designated period by adopting pre-arranged stock
trading plans at a time when they are not aware of material
nonpublic information about us, and thereafter sell shares of
our common stock in accordance with the terms of their stock
trading plans without regard to whether or not they are in
possession of material nonpublic information about the Company
at the time of the sale. All other executives are strongly
encouraged to trade using 10b5-1 plans.
Tax and
Accounting Considerations on Compensation
The financial reporting and income tax consequences to the
Company of individual compensation elements are important
considerations for the Compensation Committee when it reviews
compensation practices and makes compensation decisions. While
structuring compensation programs that result in more favorable
tax and financial reporting treatment is a general principle,
the Compensation Committee balances these goals with other
business needs that may be inconsistent with obtaining the most
favorable tax and accounting treatment for each component of its
compensation.
Deductibility by Symantec. Under
Section 162(m) of the Internal Revenue Code, we may not
receive a federal income tax deduction for compensation that is
not performance-based (as defined in the Section 162(m)
rules) paid to the Chief Executive Officer and the next three
most highly compensated executive officers (other than our Chief
Financial Officer) to the extent that any of these persons
receives more than $1,000,000 in nonperformance-based
compensation in any one year. While the Compensation Committee
considers the Companys ability
47
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 the named executive officers do not qualify as
performance-based compensation; however, as no officer received
salary in excess of $1,000,000 during fiscal 2011, the entire
amount of salaries paid to our named executive officers is
deductible. Our executive annual incentive plan is structured so
that it is performance-based and therefore deductible. We
believe that all of the stock options granted to the named
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 named 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
named 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). Our cash long term
incentive plan may not be considered performance-based under the
Section 162(m) rules because of its feature providing for a
prorated payout upon involuntary termination without cause.
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 55 below) as
severance or change of control payments that could implicate
this excise tax. As mentioned above, we do not offer our
officers as part of their change of control benefits any
gross-ups
related to this excise tax under Code Section 4999.
Accounting Considerations. The
Compensation Committee also considers the accounting and cash
flow implications of various forms of executive compensation. In
its financial statements, the Company records salaries and
performance-based compensation incentives as expenses in the
amount paid, or to be paid, to the named executive officers.
Accounting rules also require the Company to record an expense
in its financial statements for equity awards, even though
equity awards are not paid as cash to employees. The accounting
expense of equity awards to employees is calculated in
accordance with the requirements of FASB Accounting Standards
Codification Topic 718. The Compensation Committee believes,
however, that the many advantages of equity compensation, as
discussed above, more than compensate for the non-cash
accounting expense associated with them.
Compensation
Committee Interlocks and Insider Participation
The members of Symantecs Compensation Committee during
fiscal 2011 were Stephen M. Bennett, Michael A. Brown, Geraldine
B. Laybourne, David L. Mahoney and Daniel H. Schulman. None of
the members of Symantecs Compensation Committee in fiscal
2011 was at any time during fiscal 2011 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 of directors, or as a member of the
compensation or similar committee, of any entity that has one or
more executive officers who served on our Board of Directors or
Compensation Committee during fiscal 2011.
48
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 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.
By: The Compensation Committee of the Board of Directors:
Stephen M. Bennett
Michael A. Brown
Geraldine B. Laybourne
David L. Mahoney
Daniel H. Schulman (Chair)
49
Summary
of Compensation
The following table shows for the fiscal year ended
April 1, 2011, 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 1,
2011 (the Named Executive Officers or
NEOs).
Summary
Compensation Table for Fiscal 2011
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Equity
|
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|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Option
|
|
Incentive Plan
|
|
All Other
|
|
|
|
|
Fiscal
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Awards
|
|
Compensation
|
|
Compensation
|
|
Total
|
Name and Principal Position
|
|
Year
|
|
($)
|
|
($)
|
|
($)(1)
|
|
($)(2)
|
|
($)
|
|
($)
|
|
($)
|
|
Enrique Salem
|
|
|
2011
|
|
|
|
750,000
|
|
|
|
|
|
|
|
1,732,800
|
|
|
|
1,711,658
|
|
|
|
4,281,250
|
(3)
|
|
|
33,975
|
(4)
|
|
|
8,509,683
|
|
President and Chief Executive
|
|
|
2010
|
|
|
|
625,000
|
|
|
|
|
|
|
|
2,398,200
|
|
|
|
2,888,793
|
|
|
|
3,092,969
|
(5)
|
|
|
17,387
|
(6)
|
|
|
9,022,349
|
|
Officer
|
|
|
2009
|
|
|
|
625,000
|
|
|
|
|
|
|
|
999,500
|
|
|
|
1,267,848
|
|
|
|
1,246,875
|
(7)
|
|
|
15,756
|
(8)
|
|
|
4,154,979
|
|
James A. Beer
|
|
|
2011
|
|
|
|
700,000
|
|
|
|
|
|
|
|
505,400
|
|
|
|
398,060
|
|
|
|
1,117,050
|
(9)
|
|
|
19,632
|
(10)
|
|
|
2,740,142
|
|
Executive Vice President,
|
|
|
2010
|
|
|
|
660,000
|
|
|
|
|
|
|
|
720,040
|
|
|
|
547,106
|
|
|
|
747,120
|
(11)
|
|
|
12,949
|
(12)
|
|
|
2,687,215
|
|
Chief Financial Officer
|
|
|
2009
|
|
|
|
660,000
|
|
|
|
|
|
|
|
599,700
|
|
|
|
528,270
|
|
|
|
884,700
|
(13)
|
|
|
8,998
|
(14)
|
|
|
2,681,668
|
|
Janice D. Chaffin
|
|
|
2011
|
|
|
|
500,000
|
|
|
|
|
|
|
|
505,400
|
|
|
|
398,060
|
|
|
|
890,250
|
(15)
|
|
|
60,631
|
(16)
|
|
|
2,354,341
|
|
Group President,
Consumer Business Unit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William T. Robbins
|
|
|
2011
|
|
|
|
475,000
|
|
|
|
|
|
|
|
361,000
|
|
|
|
238,836
|
|
|
|
875,400
|
(17)
|
|
|
35,427
|
(18)
|
|
|
1,985,663
|
|
Executive Vice President,
|
|
|
2010
|
|
|
|
453,375
|
|
|
|
|
|
|
|
812,930
|
|
|
|
684,845
|
|
|
|
625,800
|
(19)
|
|
|
194,627
|
(20)
|
|
|
2,771,577
|
|
Worldwide Sales and Services
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rebecca Ranninger
|
|
|
2011
|
|
|
|
420,000
|
|
|
|
|
|
|
|
346,560
|
|
|
|
286,603
|
|
|
|
718,260
|
(21)
|
|
|
6,150
|
(22)
|
|
|
1,777,573
|
|
Executive Vice President,
Chief Human Resources Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Amounts shown in this column reflect the aggregate full grant
date fair value calculated in accordance with FASB Accounting
Standards Codification Topic 718 for stock awards granted during
the fiscal year. |
|
(2) |
|
Amounts shown in this column reflect the aggregate full grant
date fair value calculated in accordance with FASB Accounting
Standards Codification Topic 718 for option awards granted
during the fiscal year. We calculate the grant date fair value
of stock options using the Black-Scholes option pricing model.
The following table includes the assumptions used to calculate
the aggregate grant date fair value of awards reported for
fiscal 2011, 2010, and 2009. We do not currently pay cash
dividends on our common stock and do not anticipate doing so in
the foreseeable future. The assumptions listed below are
consistent with the assumptions that we used to report stock
option valuations and expense in the consolidated financial
statements contained in our annual report on Form 10-K for
fiscal year 2011: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expected
|
|
Risk-Free
|
Grant Date
|
|
Volatility (%)
|
|
Life (Years)
|
|
Interest Rate (%)
|
|
6/10/2010
|
|
|
34.02
|
|
|
|
3.51
|
|
|
|
1.93
|
|
5/11/2009
|
|
|
43.94
|
|
|
|
3.38
|
|
|
|
1.46
|
|
4/10/2009
|
|
|
43.94
|
|
|
|
3.38
|
|
|
|
1.46
|
|
5/9/2008
|
|
|
34.53
|
|
|
|
3.12
|
|
|
|
2.06
|
|
|
|
|
(3) |
|
This amount represents (a) $1,181,250 for
Mr. Salems executive annual bonus under his Executive
Annual Incentive Plan for fiscal 2011, which was earned in
fiscal 2011 and paid in fiscal 2012, and (b) $3,100,000
accrued on Mr. Salems behalf for performance during
fiscal 2011 under the FY11 LTIP. Mr. Salem will be eligible
to receive the FY11 LTIP award if he remains employed by the
Company through the last day of fiscal 2013. |
|
(4) |
|
This amount represents coverage of expenses related to
Mr. Salems attendance at the Companys FY10
sales achievers trip. |
|
(5) |
|
This amount represents (a) $292,969 for
Mr. Salems executive annual bonus under his Executive
Annual Incentive Plan for fiscal 2010, which was earned in
fiscal 2010 and paid in fiscal 2011, and (b) $2,800,000
accrued on Mr. Salems behalf for performance during
fiscal 2010 under the FY10 LTIP. Mr. Salem will be |
50
|
|
|
|
|
eligible to receive the FY10 LTIP award if he remains employed
by the Company through the last day of fiscal 2012. |
|
(6) |
|
This amount represents (a) $7,387 for coverage of expenses
related to Mr. Salems attendance at the
Companys FY09 sales achievers trip, and
(b) $10,000 for reimbursement for tax services. |
|
(7) |
|
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. |
|
(8) |
|
This amount represents coverage of expenses related to
Mr. Salems attendance at the Companys FY08
sales achievers trip and Board retreat. |
|
(9) |
|
This amount represents (a) $652,050 for
Mr. Beers executive annual bonus under his Executive
Annual Incentive Plan for fiscal 2011, which was earned in
fiscal 2011 and paid in fiscal 2012, and (b) $465,000
accrued on Mr. Beers behalf for performance during
fiscal 2011 under the FY11 LTIP. Mr. Beer will be eligible
to receive the FY11 LTIP award if he remains employed by the
Company through the last day of fiscal 2013. |
|
(10) |
|
This amount represents (a) $426 for coverage of expenses
related to Mr. Beers attendance at the FY10 Board
retreat, (b) $10,556 for membership fees, (c) $2,400
for reimbursement for tax services, and (d) $6,250 for the
Companys contributions to Mr. Beers account
under its 401(k) plan. |
|
(11) |
|
This amount represents (a) $285,120 for
Mr. Beers executive annual bonus under his Executive
Annual Incentive Plan for fiscal 2010, which was earned in
fiscal 2010 and paid in fiscal 2011, and (b) $462,000
accrued on Mr. Beers behalf for performance during
fiscal 2010 under the FY10 LTIP. Mr. Beer will be eligible
to receive the FY10 LTIP award if he remains employed by the
Company through the last day of fiscal 2012. |
|
(12) |
|
This amount represents (a) $363 for coverage of expenses
related to attendance at the FY09 Board retreat, (b) $879
for membership fees, (c) $5,707 for reimbursement for tax
services, and (d) $6,000 for the Companys
contributions to Mr. Beers account under its 401(k)
plan. |
|
(13) |
|
This amount represents (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. |
|
(14) |
|
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. |
|
(15) |
|
This amount represents (a) $425,250 for
Ms. Chaffins executive annual bonus under her
Executive Annual Incentive Plan for fiscal 2011, which was
earned in fiscal 2011 and paid in fiscal 2012, and
(b) $465,000 accrued on Ms. Chaffins behalf for
performance during fiscal 2011 under the FY11 LTIP.
Ms. Chaffin will be eligible to receive the FY11 LTIP award
if she remains employed by the Company through the last day of
fiscal 2013. |
|
(16) |
|
This amount represents (a) $52,726 for coverage of expenses
related to Ms. Chaffins attendance at the
Companys FY10 sales achievers trip, (b) $1,530
for reimbursement for tax services, and (c) $6,375 for the
Companys contributions to Ms. Chaffins account
under its 401(k) plan. |
|
(17) |
|
This amount represents (a) $410,400 for
Mr. Robbins executive annual bonus under his
Executive Annual Incentive Plan for fiscal 2011, which was
earned in fiscal 2011 and paid in fiscal 2012, and
(b) $465,000 for Mr. Robbins performance during
fiscal 2011 under the FY11 LTIP. Mr. Robbins will be
eligible to receive the FY11 LTIP award if he remains employed
by the Company through the last day of fiscal 2013. |
|
(18) |
|
This amount represents (a) $33,115 for coverage of expenses
related to Mr. Robbins attendance at the
Companys FY10 sales achievers trip, (b) $1,018
for coverage of expenses related to attendance at the
Companys FY10 Board retreat, and (c) $1,294 for
reimbursement for tax services. |
|
(19) |
|
This amount represents (a) $163,800 for
Mr. Robbins executive annual bonus under his
Executive Annual Incentive Plan for fiscal 2010, which was
earned in fiscal 2010 and paid in fiscal 2011, and
(b) $462,000 accrued on Mr. Robbins behalf for
performance during fiscal 2010 under the FY10 LTIP.
Mr. Robbins will be |
51
|
|
|
|
|
eligible to receive the FY10 LTIP award if he remains employed
by the Company through the last day of fiscal 2012. |
|
(20) |
|
This amount represents (a) $1,182 for retroactive pay,
(b) $179,634 for an Expatriate US Tax Payment gross up,
(c) $12,207 for coverage of expenses related to attendance
at the Companys FY09 sales achievers trip,
(d) $857 for coverage of expenses related to attendance at
the FY09 Board retreat, and (e) $747 for reimbursement for
tax services. |
|
(21) |
|
This amount represents (a) $253,260 for
Ms. Ranningers executive annual bonus under her
Executive Annual Incentive Plan for fiscal 2011, which was
earned in fiscal 2011 and paid in fiscal 2012, and
(b) $465,000 accrued on Ms. Ranningers behalf
for performance during fiscal 2011 under the FY11 LTIP.
Ms. Ranninger will be eligible to receive the FY11 LTIP
award if she remains employed by the Company through the last
day of fiscal 2013. |
|
(22) |
|
This amount represents the Companys contributions to
Ms. Ranningers account under its 401(k) plan. |
The following table shows for the fiscal year ended
April 1, 2011, certain information regarding grants of
plan-based awards to the Named Executive Officers from our
incentive plans:
Grants of
Plan-Based Awards in Fiscal 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
Awards:
|
|
|
|
|
|
Grant Date
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
Exercise or
|
|
|
Fair Value
|
|
|
|
|
|
|
Estimated Future Payouts Under Non-Equity
|
|
|
Shares of
|
|
|
Securities
|
|
|
Base Price
|
|
|
of Stock
|
|
|
|
|
|
|
Incentive Plan Awards
|
|
|
Stock or
|
|
|
Underlying
|
|
|
of Option
|
|
|
and Option
|
|
|
|
Grant
|
|
|
Threshold
|
|
|
Target
|
|
|
Maximum
|
|
|
Units
|
|
|
Options
|
|
|
Awards
|
|
|
Awards
|
|
Name
|
|
Date(2)
|
|
|
($)
|
|
|
($)
|
|
|
($)
|
|
|
(#)
|
|
|
(#)
|
|
|
($/Sh)
|
|
|
($)
|
|
|
Enrique Salem
|
|
|
6/10/10
|
|
|
|
815,625
|
(1)
|
|
|
1,125,000
|
(1)
|
|
|
1,968,750
|
(1)
|
|
|
120,000
|
|
|
|
430,000
|
|
|
|
14.44
|
|
|
|
3,444,458
|
|
|
|
|
|
|
|
|
500,000
|
(3)
|
|
|
2,000,000
|
(3)
|
|
|
4,000,000
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James A. Beer
|
|
|
6/10/10
|
|
|
|
456,750
|
(1)
|
|
|
630,000
|
(1)
|
|
|
1,102,500
|
(1)
|
|
|
35,000
|
|
|
|
100,000
|
|
|
|
14.44
|
|
|
|
903,460
|
|
|
|
|
|
|
|
|
75,000
|
(3)
|
|
|
300,000
|
(3)
|
|
|
600,000
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Janice D. Chaffin
|
|
|
6/10/10
|
|
|
|
326,250
|
(1)
|
|
|
450,000
|
(1)
|
|
|
787,500
|
(1)
|
|
|
35,000
|
|
|
|
100,000
|
|
|
|
14.44
|
|
|
|
903,460
|
|
|
|
|
|
|
|
|
75,000
|
(3)
|
|
|
300,000
|
(3)
|
|
|
600,000
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William T. Robbins
|
|
|
6/10/10
|
|
|
|
275,500
|
(1)
|
|
|
380,000
|
(1)
|
|
|
665,000
|
(1)
|
|
|
25,000
|
|
|
|
60,000
|
|
|
|
14.44
|
|
|
|
599,836
|
|
|
|
|
|
|
|
|
75,000
|
(3)
|
|
|
300,000
|
(3)
|
|
|
600,000
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rebecca Ranninger
|
|
|
6/10/10
|
|
|
|
182,700
|
(1)
|
|
|
252,000
|
(1)
|
|
|
441,000
|
(1)
|
|
|
24,000
|
|
|
|
72,000
|
|
|
|
14.44
|
|
|
|
633,163
|
|
|
|
|
|
|
|
|
75,000
|
(3)
|
|
|
300,000
|
(3)
|
|
|
600,000
|
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Represents threshold, target and maximum payouts with respect to
each applicable metric under the FY11 Executive Annual Incentive
Plan. |
|
(2) |
|
Represents grant date of stock awards and option awards. |
|
(3) |
|
Represents threshold, target and maximum payouts under the FY11
LTIP. Payment under this plan is contingent upon employment
through the last day of fiscal 2013. |
For a summary of the terms of the FY11 Executive Annual
Incentive Plan, see Compensation Discussion &
Analysis (CD&A) Compensation
Components Executive Annual Incentive Plans
above. For a summary of the terms of the FY11 LTIP, see
Compensation Discussion & Analysis
(CD&A) Compensation Components Long
Term Incentive Plans (LTIP) above.
52
The following table shows for the fiscal year ended
April 1, 2011, certain information regarding outstanding
equity awards at fiscal year end for the named executive
officers.
Outstanding
Equity Awards At Fiscal Year-End 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
($)
|
|
|
Date
|
|
|
(#)
|
|
|
($)
|
|
|
Enrique Salem
|
|
|
6/22/2004
|
|
|
|
147,418
|
|
|
|
|
|
|
|
1.61,
|
|
|
|
6/22/2014,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20.36
|
(1)
|
|
|
7/15/2013,
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/5/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
10/20/2005
|
|
|
|
70,000
|
|
|
|
|
|
|
|
22.68
|
|
|
|
10/20/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
5/12/2006
|
|
|
|
175,000
|
|
|
|
|
|
|
|
17.02
|
|
|
|
5/12/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
5/10/2007
|
|
|
|
143,750
|
|
|
|
6,250
|
(2)
|
|
|
19.48
|
|
|
|
5/10/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
2/8/2008
|
|
|
|
77,083
|
|
|
|
22,917
|
(3)
|
|
|
17.90
|
|
|
|
2/8/2015
|
|
|
|
7,500
|
(4)
|
|
|
138,450
|
|
|
|
|
5/9/2008
|
|
|
|
170,000
|
|
|
|
70,000
|
(5)
|
|
|
19.99
|
|
|
|
5/9/2015
|
|
|
|
16,667
|
(6)
|
|
|
307,673
|
|
|
|
|
4/10/2009
|
|
|
|
244,375
|
|
|
|
265,625
|
(7)
|
|
|
17.13
|
|
|
|
4/10/2016
|
|
|
|
70,000
|
(8)
|
|
|
1,292,200
|
|
|
|
|
6/10/2010
|
|
|
|
|
|
|
|
430,000
|
(9)
|
|
|
14.44
|
|
|
|
6/10/2017
|
|
|
|
90,000
|
(10)
|
|
|
1,661,400
|
|
James A. Beer
|
|
|
3/3/2006
|
|
|
|
300,000
|
|
|
|
|
|
|
|
16.98
|
|
|
|
3/3/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
5/10/2007
|
|
|
|
143,750
|
|
|
|
6,250
|
(2)
|
|
|
19.48
|
|
|
|
5/10/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
5/9/2008
|
|
|
|
70,833
|
|
|
|
29,167
|
(5)
|
|
|
19.99
|
|
|
|
5/9/2015
|
|
|
|
10,000
|
(11)
|
|
|
184,600
|
|
|
|
|
5/11/2009
|
|
|
|
49,500
|
|
|
|
58,500
|
(12)
|
|
|
15.32
|
|
|
|
5/11/2016
|
|
|
|
35,250
|
(13)
|
|
|
650,715
|
|
|
|
|
6/10/2010
|
|
|
|
|
|
|
|
100,000
|
(9)
|
|
|
14.44
|
|
|
|
6/10/2017
|
|
|
|
26,250
|
(14)
|
|
|
484,575
|
|
Janice D. Chaffin
|
|
|
5/6/2003
|
|
|
|
235,840
|
|
|
|
|
|
|
|
11.36
|
|
|
|
5/6/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
10/20/2004
|
|
|
|
70,000
|
|
|
|
|
|
|
|
27.68
|
|
|
|
10/20/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
12/15/2005
|
|
|
|
70,000
|
|
|
|
|
|
|
|
17.74
|
|
|
|
12/15/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
5/12/2006
|
|
|
|
125,000
|
|
|
|
|
|
|
|
17.02
|
|
|
|
5/12/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
5/10/2007
|
|
|
|
143,750
|
|
|
|
6,250
|
(2)
|
|
|
19.48
|
|
|
|
5/10/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
5/9/2008
|
|
|
|
63,750
|
|
|
|
26,250
|
(5)
|
|
|
19.99
|
|
|
|
5/9/2015
|
|
|
|
10,000
|
(11)
|
|
|
184,600
|
|
|
|
|
5/11/2009
|
|
|
|
27,500
|
|
|
|
32,500
|
(12)
|
|
|
15.32
|
|
|
|
5/11/2016
|
|
|
|
22,500
|
(15)
|
|
|
415,350
|
|
|
|
|
6/10/2010
|
|
|
|
|
|
|
|
100,000
|
(9)
|
|
|
14.44
|
|
|
|
6/10/2017
|
|
|
|
26,250
|
(14)
|
|
|
484,575
|
|
William T. Robbins
|
|
|
5/3/2002
|
|
|
|
56,209
|
|
|
|
|
|
|
|
23.04
|
|
|
|
5/3/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
11/19/2002
|
|
|
|
45,670
|
|
|
|
|
|
|
|
14.46
|
|
|
|
11/19/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
2/17/2004
|
|
|
|
50,589
|
|
|
|
|
|
|
|
29.39
|
|
|
|
2/17/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
2/15/2005
|
|
|
|
50,589
|
|
|
|
|
|
|
|
21.85
|
|
|
|
2/15/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
10/20/2005
|
|
|
|
20,000
|
|
|
|
|
|
|
|
22.68
|
|
|
|
10/20/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
6/20/2006
|
|
|
|
30,000
|
|
|
|
|
|
|
|
15.90
|
|
|
|
6/20/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
5/10/2007
|
|
|
|
40,250
|
|
|
|
1,750
|
(2)
|
|
|
19.48
|
|
|
|
5/10/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
7/10/2007
|
|
|
|
7,666
|
|
|
|
334
|
(2)
|
|
|
18.87
|
|
|
|
7/10/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
5/9/2008
|
|
|
|
35,416
|
|
|
|
14,584
|
(5)
|
|
|
19.99
|
|
|
|
5/9/2015
|
|
|
|
8,334
|
(16)
|
|
|
153,846
|
|
|
|
|
4/10/2009
|
|
|
|
12,937
|
|
|
|
14,063
|
(7)
|
|
|
17.13
|
|
|
|
4/10/2016
|
|
|
|
4,500
|
(17)
|
|
|
83,070
|
|
|
|
|
5/11/2009
|
|
|
|
48,125
|
|
|
|
56,875
|
(12)
|
|
|
15.32
|
|
|
|
5/11/2016
|
|
|
|
32,250
|
(18)
|
|
|
595,335
|
|
|
|
|
6/10/2010
|
|
|
|
|
|
|
|
60,000
|
(9)
|
|
|
14.44
|
|
|
|
6/10/2017
|
|
|
|
18,750
|
(19)
|
|
|
346,125
|
|
Rebecca Ranninger
|
|
|
12/14/2001
|
|
|
|
12,676
|
|
|
|
|
|
|
|
8.21
|
|
|
|
12/14/2011
|
|
|
|
|
|
|
|
|
|
|
|
|
9/4/2003
|
|
|
|
100,000
|
|
|
|
|
|
|
|
14.62
|
|
|
|
9/4/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
10/20/2004
|
|
|
|
50,000
|
|
|
|
|
|
|
|
27.68
|
|
|
|
10/20/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
10/20/2005
|
|
|
|
60,000
|
|
|
|
|
|
|
|
22.68
|
|
|
|
10/20/2012
|
|
|
|
|
|
|
|
|
|
|
|
|
5/12/2006
|
|
|
|
100,000
|
|
|
|
|
|
|
|
17.02
|
|
|
|
5/12/2013
|
|
|
|
|
|
|
|
|
|
|
|
|
5/10/2007
|
|
|
|
95,833
|
|
|
|
4,167
|
(2)
|
|
|
19.48
|
|
|
|
5/10/2014
|
|
|
|
|
|
|
|
|
|
|
|
|
5/9/2008
|
|
|
|
53,125
|
|
|
|
21,875
|
(5)
|
|
|
19.99
|
|
|
|
5/9/2015
|
|
|
|
8,334
|
(16)
|
|
|
153,846
|
|
|
|
|
5/11/2009
|
|
|
|
33,000
|
|
|
|
39,000
|
(12)
|
|
|
15.32
|
|
|
|
5/11/2016
|
|
|
|
18,000
|
(20)
|
|
|
332,280
|
|
|
|
|
6/10/2010
|
|
|
|
|
|
|
|
72,000
|
(9)
|
|
|
14.44
|
|
|
|
6/10/2017
|
|
|
|
18,000
|
(21)
|
|
|
332,280
|
|
|
|
|
(1) |
|
124,418 shares granted at $1.61 and 120,000 shares
granted at $20.36. |
53
|
|
|
(2) |
|
Unvested options vest in equal installments monthly on the 10th
of each month ending on 5/10/2011. |
|
(3) |
|
Unvested options vest in equal installments monthly on the 8th
of each month ending on 2/8/2012. |
|
(4) |
|
7,500 shares to vest on 3/1/2012. |
|
(5) |
|
Unvested options vest in equal installments monthly on the 9th
of each month ending on 5/9/2012. |
|
(6) |
|
16,667 shares to vest on 6/1/2011. |
|
(7) |
|
Unvested options vest in equal installments monthly on the 10th
of each month ending on 4/10/2013. |
|
(8) |
|
35,000 shares to vest on 3/1/2012 and 35,000 shares to
vest on 3/1/2013. |
|
(9) |
|
Unvested options vest in equal installments monthly on the 10th
of each month ending on 6/10/2014. |
|
(10) |
|
30,000 shares to vest on 3/1/2012, 30,000 shares to
vest on 3/1/2013 and 30,000 shares to vest on 3/1/2014. |
|
(11) |
|
10,000 shares to vest on 6/1/2011. |
|
(12) |
|
Unvested options vest in equal installments monthly on the 11th
of each month ending on 5/11/2013. |
|
(13) |
|
11,750 shares to vest on 6/1/2011, 11,750 shares to
vest on 6/1/2012 and 11,750 shares to vest on 6/1/2013. |
|
(14) |
|
8,750 shares to vest on 3/1/2012, 8,750 shares to vest
on 3/1/2013, and 8,750 shares to vest on 3/1/2014. |
|
(15) |
|
7,500 shares to vest on 6/1/2011, 7,500 shares to vest
on 6/1/2012 and 7,500 shares to vest on 6/1/2013. |
|
(16) |
|
8,334 shares to vest on 6/1/2011. |
|
(17) |
|
2,250 shares to vest on 3/1/2012 and 2,250 shares to
vest on 3/1/2013. |
|
(18) |
|
10,750 shares to vest on 6/1/2011, 10,750 shares to
vest on 6/1/2012 and 10,750 shares to vest on 6/1/2013. |
|
(19) |
|
6,250 shares to vest on 3/1/2012, 6,250 shares to vest
on 3/1/2013, and 6,250 shares to vest on 3/1/2014. |
|
(20) |
|
6,000 shares to vest on 6/1/2011, 6,000 shares to vest
on 6/1/2012 and 6,000 shares to vest on 6/1/2013. |
|
(21) |
|
6,000 shares to vest on 3/1/2012, 6,000 shares to vest
on 3/1/2013 and 6,000 shares to vest on 3/1/2014. |
The following table shows for the fiscal year ended
April 1, 2011, 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 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
(#)
|
|
($)
|
|
(#)
|
|
($)
|
|
Enrique Salem
|
|
|
|
|
|
|
|
|
|
|
89,167
|
|
|
|
1,493,621
|
|
James A. Beer
|
|
|
|
|
|
|
|
|
|
|
30,500
|
|
|
|
453,445
|
|
Janice D. Chaffin
|
|
|
|
|
|
|
|
|
|
|
26,250
|
|
|
|
394,625
|
|
William T. Robbins
|
|
|
|
|
|
|
|
|
|
|
29,458
|
|
|
|
438,129
|
|
Rebecca Ranninger
|
|
|
23,152
|
|
|
|
294,351
|
|
|
|
32,833
|
|
|
|
475,889
|
|
54
Non-Qualified
Deferred Compensation in Fiscal 2011
The table below provides information on the non-qualified
deferred compensation of the named executive officers for the
fiscal year ended April 1, 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-Qualified Deferred Compensation
|
|
|
Executive
|
|
Registrant
|
|
Aggregate
|
|
|
|
Aggregate
|
|
|
Contributions in
|
|
Contributions in
|
|
Earnings in
|
|
Aggregate
|
|
Balance at
|
|
|
Last Fiscal
|
|
Last Fiscal
|
|
Last Fiscal
|
|
Withdrawals/
|
|
Last Fiscal
|
|
|
Year
|
|
Year
|
|
Year
|
|
Distributions
|
|
Year-End
|
Name
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
Enrique Salem
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
James A. Beer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Janice D. Chaffin
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
William T. Robbins
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rebecca Ranninger
|
|
|
252,150
|
(1)
|
|
|
|
|
|
|
162,964
|
(2)
|
|
|
304,145
|
|
|
|
1,427,844
|
|
|
|
|
(1) |
|
Represents $252,150 reported under the Salary column
of the Summary Compensation Table. |
|
(2) |
|
Amount reflected is not included in the Summary
Compensation Table because the earnings are not
preferential or above-market. |
In fiscal 2011, certain management employees on our
U.S. payroll with a base salary of $150,000 or greater,
including each of the named executive officers, are eligible to
participate in the Symantec Corporation Deferred Compensation
Plan. The plan provides the opportunity for participants to
defer up to 75% of base salary and 100% of variable pay each
year. Variable pay includes all bonus and commission payments.
Deferral elections must be made prior to the beginning of a
calendar year and cannot be revoked as of the day immediately
prior to commencement of that year. The plan is
unfunded and all deferrals are general assets of
Symantec. Amounts deferred by each participant under the plan
are credited to a bookkeeping account maintained on behalf of
each participant. The bookkeeping account under the plan will
then be adjusted based on the performance of the measurement
funds that have been selected by the participant. The
measurement funds available under the plan are substantially
identical to the investment funds available under our 401(k)
plan. Each participant may change their measurement fund
selections on a daily basis. The plan requires that benefits
accumulated in the bookkeeping accounts for each participant not
meeting a
5-year
service requirement to be distributed to the participant
following his or her termination of employment with us for any
reason. If a
5-year
service requirement has been met, accumulated benefits will be
distributed according to the participants designated
payment election. The plan permits us to terminate the plan and
make such a distribution in the event of a change in control of
Symantec. We intend to take such action in the event of a change
in control of Symantec.
Potential
Payments Upon Termination or
Change-In-Control
Set forth below is a description of the plans and agreements
(other than the Deferred Compensation Plan) that could result in
potential payouts to 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 Rebecca Ranninger participates, see
Non-Qualified Deferred Compensation in Fiscal 2011
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, stock 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.
55
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.
Enrique
Salem
In accordance with an employment agreement dated
September 23, 2009 between Mr. Salem and Symantec, in
the event Mr. Salem resigns for good reason (i.e., material
reduction in responsibilities, position or salary) or is
terminated without cause (as defined in the agreement), he is
entitled to a severance payment equal to 3.375 times his annual
base salary, reimbursement of COBRA premiums for up to twelve
months and the vesting of his outstanding stock options and
restricted stock units will be accelerated by one year.
In the event that Mr. Salems employment is terminated
due to his death or disability, the vesting of his outstanding
options will remain exercisable, notwithstanding anything in any
other agreement governing such options, until the earlier of
(a) a period of one year after the termination date and
(b) the original term of the option.
In the event Mr. Salem is terminated without cause, not due
to death or permanent disability, nor resign for good reason,
that occurs during, or within the twelve (12) month period
following, the consummation of a Change in Control; or within
the sixty (60) day period prior to the date of a Change in
Control where the Change in Control was under consideration at
the time of Mr. Salems termination date, then
Mr. Salem shall be entitled to a severance payment equal to
4.5 times his annual base salary, reimbursement of COBRA
premiums for up to twelve months and full acceleration of any
then-unvested stock options and restricted stock units.
The following table summarizes the value of the payouts to
Mr. Salem pursuant to Mr. Salems employment
agreement, the Symantec Executive Retention Plan, assuming a
qualifying termination as of April 1, 2011 (intrinsic
values of equity awards are based upon the closing price for a
share of our common stock of $18.46 on April 1, 2011 minus
the exercise price):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Severance Pay
|
|
COBRA Premiums
|
|
Option Vesting
|
|
RSU Vesting
|
|
Resignation with Good Reason or Termination Without Cause or
Termination Due to Death or Disability
|
|
$
|
2,531,250
|
|
|
$
|
20,738
|
|
|
$
|
1,652,664
|
|
|
$
|
1,646,023
|
|
Termination Without Cause or Constructive Termination within
12 Months of a Change
|
|
$
|
3,375,000
|
|
|
$
|
20,738
|
|
|
$
|
3,176,893
|
|
|
$
|
3,399,723
|
|
56
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 1, 2011 (intrinsic
values of equity awards are based upon the closing price for a
share of our common stock of $18.46 on April 1, 2011 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
|
|
$
|
244,731
|
|
|
$
|
7,526
|
|
|
$
|
1,185,120
|
|
|
$
|
1,319,890
|
|
Janice
D. Chaffin
The following table summarizes the value of the payouts to
Ms. Chaffin pursuant to the Symantec Executive Retention
Plan and the Symantec Corporation Severance Plan assuming a
qualifying termination as of April 1, 2011 (intrinsic
values of equity awards are based upon the closing price for a
share of our common stock of $18.46 on April 1, 2011 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
|
|
$
|
229,039
|
|
|
$
|
10,034
|
|
|
$
|
2,495,264
|
|
|
$
|
1,084,525
|
|
William
T. Robbins
The following table summarizes the value of the payouts to
Mr. Robbins pursuant to the Symantec Executive Retention
Plan and the Symantec Corporation Severance Plan, assuming a
qualifying termination as of April 1, 2011 (intrinsic
values of equity awards are based upon the closing price for a
share of our common stock of $18.46 on April 1, 2011 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
|
|
$
|
236,952
|
|
|
$
|
10,511
|
|
|
$
|
866,126
|
|
|
$
|
1,178,376
|
|
Rebecca
Ranninger
The following table summarizes the value of the payouts to
Ms. Ranninger pursuant to the Symantec Executive Retention
Plan and the Symantec Corporation Severance Plan, assuming a
qualifying termination as of April 1, 2011 (intrinsic
values of equity awards are based upon the closing price for a
share of our common stock of $18.46 on April 1, 2011 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
|
|
$
|
383,815
|
|
|
$
|
0.00
|
|
|
$
|
1,173,418
|
|
|
$
|
818,406
|
|
57
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 July 2009, 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 $1,650 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 $129,690
under this arrangement during fiscal 2011.
58
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 27, 2009. 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 1, 2011 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, which is responsible for
expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting
principles, its judgments as to the quality, not just the
acceptability, of 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 1, 2011, 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 2012.
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 1, 2011 for filing with the
SEC.
By: The Audit Committee of the Board of Directors:
William T. Coleman III
Frank E. Dangeard
David L. Mahoney
Robert S. Miller
V. Paul Unruh (Chair)
59
ADDITIONAL
INFORMATION
Stockholder
Proposals for the 2012 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, 350 Ellis Street, Mountain
View, California 94043, Attn: Corporate Secretary.
To be timely for the 2012 Annual Meeting of Stockholders, 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 27,
2012 and July 27, 2012. 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 2012 annual meeting must be received by the
Company not later than May 9, 2012 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 2011, including the financial statements,
schedule and list of exhibits, and any exhibit specifically
requested. Requests should be sent to:
Symantec
Corporation
350 Ellis Street
Mountain View, California 94043
Attn: Investor Relations
The Annual Report is also available at www.symantec.com.
Householding
Stockholders Sharing the Same Last Name and Address
The SEC has adopted rules that permit companies and
intermediaries (such as brokers) to implement a delivery
procedure called householding. Under this procedure,
multiple stockholders who reside at the same address may receive
a single copy of our annual report and proxy materials,
including the Notice of Internet Availability, unless the
affected stockholder has provided contrary instructions. This
procedure reduces printing costs and postage fees, and helps
protect the environment as well.
This year, a number of brokers with account holders who are
Symantec stockholders will be householding our
annual report and proxy materials, including the Notice of
Internet Availability. A single Notice of Internet Availability
and, if applicable, a single set of annual report and other
proxy materials will be delivered to multiple stockholders
sharing an address unless contrary instructions have been
received from the affected stockholders. Once you have received
notice from your broker that it will be householding
communications to your address, householding will
continue until you are notified otherwise or until you revoke
your consent. Stockholders may revoke their consent at any time
by contacting Broadridge ICS, either by calling toll-free
(800) 542-1061,
or by writing to Broadridge ICS, Householding Department, 51
Mercedes Way, Edgewood, New York, 11717.
Upon written or oral request, Symantec will promptly deliver a
separate copy of the Notice of Internet Availability and, if
applicable, annual report and other proxy materials to any
stockholder at a shared address to which a single copy of any of
those documents was delivered. To receive a separate copy of the
Notice of Internet Availability and, if applicable, annual
report and other proxy materials, you may write or call
Symantecs Investor Relations department at 350 Ellis
Street, Mountain View, California 94043, Attn: Investor
Relations, telephone number
(650) 527-5523.
60
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.
61
SYMANTEC CORPORATION
2000 DIRECTOR EQUITY INCENTIVE PLAN
(as amended and restated on April 26, 2011
and subject to stockholder approval)
1. Purpose. The purpose of this Symantec Corporation 2000 Directors Equity Incentive Plan (the
Plan) is to provide members of the Board of Directors (the Board) of Symantec Corporation (the
Company) with an opportunity to receive common stock of the Company for all or a portion of the
retainer payable to each director of the Company (the Retainer).
2. Stock Issuance. Subject to the approval of this Plan by the stockholders of the Company, any
or all of the Retainer payable to each director of the Company, currently set at $50,000 per year,
may be payable in the form of an award of unrestricted, fully-vested shares of common stock of the
Company (the Stock).
3. Election by Directors. Each Director shall, at the first meeting of the Board held after
stockholder approval of this Plan and thereafter at the first meeting of the Board held in each
fiscal year beginning with fiscal year 2002, elect to receive up to all of the Retainer payable to
such director in the form of Stock. Each director shall specify what portion, from 0% to 100%, of
the Retainer shall be paid to such director in Stock; provided, that if no election is made by a
director at such meeting, such director shall be deemed to have elected to receive 50% of the
Retainer in Stock.
4. Amount of Stock. The number of shares of Stock to be issued each year to each director
pursuant to this Plan shall be the portion, if any, of the Retainer for such year which the
director has elected (or deemed to have elected) to be paid in Stock, divided by the fair market
value of the common stock of the Company on the date such election is made (or deemed to have been
made) by such director (the Fair Market Value).
5. Number of Shares. The total number of shares reserved for issuance under the Plan shall be
200,000 shares of common stock. In the event that the number of outstanding shares of the Companys
common stock is changed by a stock dividend, recapitalization, stock split, reverse stock split,
subdivision, combination, reclassification or similar change in the capital structure of the
Company without consideration, then (a) the number of shares reserved for issuance under this Plan,
and (b) the Stock subject to outstanding awards under this Plan, will be proportionately adjusted,
subject to any required action by the Board or the stockholders of the Company and compliance with
applicable securities laws; provided, however, that fractions of a share of Stock will not be
issued but will either be replaced by a cash payment equal to the Fair Market Value of such
fraction of a share or will be rounded up to the nearest whole share, as determined by the
Administrator (defined below).
6. Administration of Plan. This Plan shall be administered by the Board or by a committee of at
least two Board members to which administration of the Plan is delegated by the Board (in either
case, the Administrator). The Administrator shall ratify and approve all awards of Stock to the
directors pursuant to this Plan. All questions of interpretation, implementation, and application
of this Plan shall be determined by the Administrator. Such determinations shall be final and
binding on all persons.
7. Amendment to the Plan. The Board may at any time amend, alter, suspend or discontinue this
Plan. No amendment, alteration, suspension or discontinuance shall require shareholder approval
unless such amendment would increase the number of shares of Stock issuable under this Plan.
SYMANTEC CORPORATION
350 Ellis Street
Mountain View, CA 94043
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.
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TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
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KEEP THIS PORTION FOR YOUR RECORDS |
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THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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DETACH AND RETURN THIS PORTION ONLY |
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The Board of Directors recommends you vote FOR the following: |
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Election of Directors
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Abstain |
1a.
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Stephen M. Bennett
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1b.
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Michael A. Brown
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1c.
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Frank E. Dangeard
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1d.
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Geraldine B. Laybourne
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1e.
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David L. Mahoney
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1f.
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Robert S. Miller
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1g.
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Enrique Salem
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1h.
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Daniel H. Schulman
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1i.
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V. Paul Unruh
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The Board of Directors recommends you vote FOR
proposals 2, 3 and 4: |
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Ratification of the appointment of KPMG LLP as
our independent registered public accounting
firm for the 2012 fiscal year.
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Approval of an amendment to our 2000 Director
Equity Incentive Plan, as amended, to increase
the number of authorized shares issuable
thereunder by 50,000 shares.
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Advisory vote on executive compensation.
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The Board of Directors recommends you
vote 1 YEAR on the following proposal: |
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Advisory vote on the frequency of future
advisory votes on executive
compensation.
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The Board of Directors recommends you vote
AGAINST the following proposal: |
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Stockholder proposal regarding special
stockholder meetings, if properly presented at
the meeting.
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Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor,
administrator, or other fiduciary, please give full title as such. Joint owners should each sign
personally. All holders must sign. If a corporation or partnership, please sign in full corporate
or partnership name, by authorized officer.
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Signature [PLEASE SIGN WITHIN BOX] |
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Signature (Joint Owners) |
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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The
Notice & Proxy Statement, Annual Report is/ are available at www.proxyvote.com.
This Proxy is Solicited on Behalf of the
Board of Directors of Symantec Corporation
2011 Annual Meeting of Stockholders
The undersigned stockholder(s) appoint(s) Enrique 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 August 26, 2011, which the undersigned is entitled to vote at the Annual Meeting
of Stockholders of Symantec to be held on October 25, 2011, at the offices of Symantec located at
350 Ellis Street, Mountain View, California, 94043, 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 NINE NOMINEES
IDENTIFIED HEREIN TO THE BOARD OF DIRECTORS, FOR PROPOSAL 2, 3, 4, 1 YEAR FOR PROPOSAL 5 AND
AGAINST PROPOSAL 6.
In their discretion, the Proxies are authorized to vote upon such other business as may properly
come before the meeting.
Continued and to be signed on reverse side