defr14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. 1)
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box: |
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o 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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x Definitive Proxy Statement |
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o Definitive Additional Materials |
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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)
Payment of Filing Fee (Check the appropriate box):
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x No fee required. |
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Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11. |
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1) Title of each class of securities to which transaction applies: |
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2) Aggregate number of securities to which transaction applies: |
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined): |
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4) Proposed maximum aggregate value of transaction: |
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o Fee paid previously with preliminary materials. |
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o Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing. |
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1) Amount Previously Paid: |
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2) Form, Schedule or Registration Statement No.: |
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SEC 1913 (02-02) |
Persons who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a currently valid
OMB control number. |
20330 Stevens Creek Blvd.
Cupertino, California 95014
July 29, 2005
Dear Stockholder:
You are cordially invited to attend the 2005 Annual Meeting of
Stockholders of Symantec Corporation to be held at Symantec
Corporations World Headquarters, 20330 Stevens Creek
Boulevard, Cupertino, California 95014, on September 16,
2005, at 8:00 a.m. (Pacific time).
The matters to be acted upon at the meeting include election of
Symantecs Board of Directors and ratification of the
selection of KPMG LLP as Symantecs independent auditors
for fiscal year 2006. Each of these proposals is described in
greater detail in the accompanying notice of annual meeting and
proxy statement.
All stockholders are cordially invited to attend the meeting in
person. If you cannot attend the meeting, you may vote by
telephone, over the Internet or by mailing a completed proxy
card in the enclosed postage-paid envelope. Detailed voting
instructions are also enclosed. If you attend the meeting, you
may vote in person if you wish, even though you have previously
returned your proxy. It is important that your shares be
represented and voted at the meeting.
If you cannot attend the meeting, a live and re-playable webcast
of the meeting will be available at
http://www.symantec.com/invest.
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Sincerely, |
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John W. Thompson
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Chairman of the Board of Directors and |
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Chief Executive Officer |
20330 Stevens Creek Blvd.
Cupertino, California 95014
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Our Stockholders:
The 2005 Annual Meeting of Stockholders of Symantec Corporation
will be held at 8:00 a.m. (Pacific time) on
September 16, 2005, at Symantec Corporations World
Headquarters, 20330 Stevens Creek Boulevard, Cupertino,
California 95014, for the following purposes:
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1. To elect ten directors to Symantecs Board of
Directors (the Board), each to hold office
until the next annual meeting of stockholders and until his
successor is elected and qualified or until his earlier
resignation or removal. |
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2. To ratify the selection of KPMG LLP
(KPMG) as Symantecs independent
auditors for the 2006 fiscal year. |
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3. To transact such other business as may properly come
before the meeting or any adjournment thereof. |
The foregoing items of business are more fully described in the
Proxy Statement that accompanies this Notice. Only stockholders
of record as of July 25, 2005 are entitled to notice of and
will be entitled to vote at this meeting or any adjournment
thereof.
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BY ORDER OF THE BOARD OF DIRECTORS |
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Arthur F. Courville
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Senior Vice President, Corporate Legal Affairs |
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and Secretary |
Cupertino, California
July 29, 2005
Every stockholder vote is important. To assure that your
shares are represented at the meeting, please complete, date and
sign the enclosed proxy and mail it promptly in the postage-paid
envelope provided, or vote by telephone or over the Internet,
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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A-1 |
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No person is authorized to give any information or to make any
representation not contained in this proxy statement and, if
given or made, such information or representation should not be
relied upon as having been authorized. The information provided
herein is current as of the date of this proxy statement or as
otherwise indicated, and Symantec does not undertake any duty to
update the information provided herein. This proxy statement and
the accompanying form of proxy are first being mailed to
stockholders of Symantec on or about August 9, 2005.
i
SYMANTEC CORPORATION 2005 ANNUAL MEETING OF STOCKHOLDERS
PROXY STATEMENT
The accompanying proxy is solicited on behalf of Symantecs
Board of Directors for use at Symantecs 2005 Annual
Meeting of Stockholders, to be held at Symantecs World
Headquarters, 20330 Stevens Creek Boulevard, Cupertino,
California 95014 on September 16, 2005, at 8:00 a.m.
(Pacific time), and any adjournment or postponement thereof.
This proxy statement and the accompanying form of proxy are
first being mailed to stockholders of Symantec on or about
August 9, 2005. Our annual report for our 2005 fiscal year
is enclosed with this proxy statement.
Record Date and Outstanding Shares
Only holders of record of (i) Symantec common stock and
(ii) the single outstanding share of Symantec special
voting stock at the close of business on July 25, 2005, the
record date, will be entitled to vote at the meeting. This
single share of Symantec special voting stock was acquired by
the record holder in connection with the acquisition by VERITAS
Software Corporation of Telebackup Systems, Inc. in 1999. At the
close of business on the record date, there were outstanding and
entitled to vote (i) 1,197,408,128 shares of Symantec
common stock, and (ii) a single outstanding share of
Symantec special voting stock entitled to 43,667 votes, which is
equal to the number of exchangeable non-voting shares of
Telebackup Exchangeco Inc., as of the record date.
Recommendations of the Board of Directors
Symantecs Board of Directors recommends that you vote
FOR each of the nominees to the Board of Directors
(Proposal 1), and FOR the ratification of the
appointment of KPMG as Symantecs independent auditors for
the 2006 fiscal year (Proposal 2).
Quorum and Voting Requirements
Quorum. A majority of our outstanding shares as of the
record date must be present at the meeting in order to hold the
meeting and conduct business. This presence is called a quorum.
Your shares are counted as present at the meeting if you are
present and vote in person at the meeting, or if you have
properly submitted a proxy. Abstentions and broker non-votes
(which are described below) will be considered to be shares
present at the meeting for purposes of a quorum.
Voting. Holders of Symantec common stock are entitled to
one vote for each share held as of the record date. In addition,
the holder of record of the single outstanding share of Symantec
special voting stock will be entitled to 43,667 votes, which is
equal to the number of exchangeable non-voting shares of
Telebackup Exchangeco Inc., as of the record date. The effect of
abstentions (i.e., if you or your broker mark
ABSTAIN on a proxy card) and broker non-votes on the
counting of votes for each proposal is described below. Broker
non-votes occur when shares held by a broker for a beneficial
owner are not voted with respect to a particular proposal and
generally occur because (1) the broker does not receive
voting instructions from the beneficial owner, and (2) the
broker lacks discretionary authority to vote the shares. For the
purpose of determining whether stockholders have approved a
particular proposal, abstentions are treated as shares present
or represented and voting. Broker non-votes are not counted or
deemed to be present or represented for the purpose of
determining whether stockholders have approved a particular
proposal, though they are counted toward the presence of a
quorum as discussed above.
The votes required to approve each proposal are as follows:
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Election of Directors. Directors will be elected by a
plurality of the votes of the shares present in person or
represented by proxy at the meeting and entitled to vote in the
election of directors. Abstentions and broker non-votes are not
taken into account in determining the outcome of the election of
directors. |
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Ratification of Appointment of Independent Auditors.
Approval of the proposal to ratify the appointment of KPMG as
Symantecs independent auditors for the 2006 fiscal year
requires the affirmative vote by holders of at least a majority
of the shares of Symantec common stock who attend the meeting in
person, or are represented at the meeting by proxy. Abstentions
will have the effect of a vote against this proposal, while
broker non-votes will not be taken into account in determining
the outcome of the vote on this proposal. |
Voting Instructions
Stockholders whose shares are registered in their own names may
vote by telephone, over the Internet or by mailing a completed
proxy card. Instructions for voting by telephone and over the
Internet are enclosed. To vote by mailing a proxy card, please
complete, date and sign the accompanying proxy card and promptly
return it in the enclosed envelope or otherwise mail it to us.
All executed, returned proxies that are not revoked will be
voted in accordance with the included instructions. Signed
proxies that are returned without instructions as to how they
should be voted on a particular proposal at the meeting will be
counted as votes FOR such proposals (or, in the case
of the election of directors, as a vote FOR election
to the Board of Directors of all the nominees presented by our
Board of Directors). We are not aware of any other matters to be
brought before the meeting. However, if any other matters do
arise and properly come before the meeting, we intend that
proxies in the form enclosed will be voted in accordance with
the judgment of the persons holding such proxies. The persons
named as proxies may propose one or more adjournments of the
meeting to permit further solicitations of proxies or for other
reasons. Any such adjournment would require the affirmative vote
of the majority of the outstanding shares present in person or
represented by proxy at the meeting.
Revocability of Proxies
A stockholder who has given a proxy may revoke it at any time
before it is exercised at the meeting by (i) delivering to
the Corporate Secretary of Symantec (by any means, including
facsimile) a written notice stating that the proxy is revoked,
(ii) signing and so delivering a proxy bearing a later date
or (iii) attending the meeting and voting in person
(although attendance at the meeting will not, by itself, revoke
a proxy). Please note, however, that if your shares are held of
record by a broker, bank or other nominee and you wish to vote
at the meeting, you must bring to the meeting a letter from the
broker, bank or other nominee confirming your beneficial
ownership of the shares to be voted.
Expenses of Proxy Solicitation
The expenses of soliciting proxies will be paid by Symantec.
Following the original mailing of the proxies and other
soliciting materials, Symantec and its agents may solicit
proxies by mail, electronic mail, telephone, facsimile, by other
similar means, or in person. Symantec has retained a proxy
solicitation firm, Georgeson Shareholder Communications, Inc.,
to aid it in the solicitation process. Symantec will pay that
firm a fee equal to $12,000, plus expenses. Following the
original mailing of the proxies and other soliciting materials,
Symantec will request brokers, custodians, nominees and other
record holders to forward copies of the proxy and other
soliciting materials to persons for whom they hold shares and to
request authority for the exercise of proxies. In such cases,
Symantec, upon the request of the record holders, will reimburse
such holders for their reasonable expenses.
2
DIRECTORS AND MANAGEMENT
Directors and Executive Officers
The following table shows the name, age and position of each of
the directors and executive officers of Symantec as of
July 11, 2005:
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John W. Thompson
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56 |
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Chairman of the Board of Directors and Chief Executive Officer |
Gary L. Bloom
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44 |
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Vice-Chairman of the Board of Directors and President |
Michael Brown
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46 |
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Director |
William T. Coleman
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57 |
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Director |
David L. Mahoney
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51 |
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Director |
Robert S. Miller
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63 |
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Director |
George Reyes
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51 |
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Director |
David Roux
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48 |
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Director |
Daniel H. Schulman
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47 |
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Director |
V. Paul Unruh
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56 |
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Director |
John G. Schwarz
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54 |
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President |
Gregory E. Myers
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55 |
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Chief Financial Officer and Senior Vice President of Finance |
John F. Brigden
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40 |
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Senior Vice President, General Counsel and Assistant Secretary |
Arthur F. Courville
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46 |
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Senior Vice President, Corporate Legal Affairs and Secretary |
Thomas W. Kendra
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51 |
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Senior Vice President, Worldwide Sales |
Stephen C. Markowski
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45 |
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Vice President of Finance and Chief Accounting Officer |
Rebecca Ranninger
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46 |
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Senior Vice President, Human Resources |
The Board of Directors 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.
John W. Thompson has served as Chairman of the Board of
Directors and Chief Executive Officer since April 1999, and as
President from April 1999 to January 2002. Mr. Thompson
joined Symantec after 28 years at IBM Corporation where he
held senior executive positions in sales, marketing and software
development. In his last assignment, he was general manager of
IBM Americas and a member of the companys Worldwide
Management Council. In September 2002, Mr. Thompson was
appointed to serve on the National Infrastructure Advisory
Committee (NIAC), to make recommendations regarding the security
of the critical infrastructure of the United States.
Mr. Thompson has also served as the chair of the Silicon
Valley Blue Ribbon Task Force on Aviation Security and
Technology to identify and evaluate technology-driven solutions
to improve the security and efficiency of national and local
aviation. He is a member of the Board of Directors of United
Parcel Service, Inc.; NiSource Inc.; and Seagate Technology,
Inc. Mr. Thompson holds an undergraduate degree in business
administration from Florida A&M University and a
masters degree in management science from MITs Sloan
School of Management.
Gary L. Bloom joined Symantec in July 2005 as a result of
Symantecs merger with VERITAS Software Corporation, and
has served as Vice-Chairman of the Board of Directors and
President since the merger. Prior to the merger, Mr. Bloom
had served as President and Chief Executive Officer of VERITAS
Software Corporation since November 2000 and as the Chairman of
VERITAS board of directors since January 2002.
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Mr. Bloom joined VERITAS after a 14-year career with Oracle
Corporation. Mr. Bloom earned his Bachelors degree in
computer science from California Polytechnic State University
San Luis Obispo, where he currently serves on the
Presidents Cabinet.
Michael Brown was appointed to the Board of Directors in
July 2005 following the merger with VERITAS. Mr. Brown
currently dedicates his time to serving on boards of directors
of several companies, including Quantum Corporation, a provider
of data back-up and archiving solutions, Nektar Therapeutics, a
provider of drug delivery solutions for the development of
pharmaceutical products and multiple private companies. From
1984 until September 2002, Mr. Brown held various senior
management positions at Quantum, most recently as Chief
Executive Officer. Mr. Brown holds a Masters of Business
Administration from Stanford University and a Bachelor of Arts
degree from Harvard University.
William T. Coleman was appointed to the Board of
Directors in January 2003. Mr. Coleman is a co-founder,
Chairman of the Board and Chief Executive Officer of Cassatt
Corporation, a provider of solutions to automate information
technology operations. Previously Mr. Coleman was
co-founder of BEA Systems, Inc. where he served as Chairman of
the Board of Directors from the companys inception in 1995
until August 2002, and was Chief Strategy Officer from October
2001 to August 2002, and as Chief Executive Officer from 1995 to
October 2001. Prior to founding BEA, Mr. Coleman was
employed by Sun Microsystems, Inc. from 1985 to January 1995,
where his last position was Vice President and General Manager
of its Sun Professional Services. Mr. Coleman holds a
Bachelor of Science degree from the Air Force Academy, and a
Masters of Science degree from Stanford University.
David L. Mahoney was appointed to the Board of Directors
in April 2003. Mr. Mahoney is a private investor. He
previously served as co-CEO of McKesson HBOC, Inc. and as CEO of
iMcKesson LLC from July 1999 to February 2001. Mr. Mahoney
joined McKesson in 1990 as Vice President for Strategic
Planning, and was responsible for planning and corporate
development. He had overall responsibility for McKessons
strategic relations with pharmaceutical and biotechnology
companies, was responsible for the establishment of the
Pharmaceutical Partners Group at McKesson, and the launch of a
new generics program. Prior to joining McKesson,
Mr. Mahoney was a principal with McKinsey &
Company from 1981 to 1990. Mr. Mahoney serves on the Boards
of Directors of Corcept Therapeutics Incorporated and Tercica
Incorporated. Mr. Mahoney has a Bachelors degree from
Princeton University and a Masters of Business Administration
from Harvard University.
Robert S. Miller has been a director of Symantec since
his appointment to the Board in September 1994. Since July 2005,
Mr. Miller has served as Chairman and Chief Executive
Officer of Delphi Corporation, an auto parts supplier. 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. 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. From November 1999 until February 2000,
Mr. Miller was President of Reliance Group Holdings.
Mr. Miller was Chairman and Chief Executive Officer of
Waste Management, Inc. from October 1997 until July 1998. From
1979 until March 1992, he was an executive of Chrysler
Corporation, where he served in various capacities, including as
Vice Chairman of the Board and Chief Financial Officer.
Mr. Miller is also a director of UAL Corporation and Waste
Management, Inc. Mr. Miller holds a Bachelor of Arts degree
in Economics from Stanford University, a law degree from Harvard
Law School and a Masters of Business Administration degree from
Stanford Universitys Graduate School of Business.
George Reyes has been a member of Symantecs Board
of Directors since July 2000. Mr. Reyes became the Chief
Financial Officer of Google Inc. in July 2002. Prior to joining
Google, Mr. Reyes served as Interim Chief Financial Officer
for ONI Systems Corporation from February 2002 until June 2002.
Mr. Reyes served as Vice President, Treasurer of Sun
Microsystems, Inc. from April 1999 to September 2001 and as Vice
President, Corporate Controller of Sun from April 1994 to April
1999. Mr. Reyes is also a director
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of BEA Systems, Inc. Mr. Reyes holds a Bachelor of Arts
degree from the University of South Florida and a Masters of
Business Administration from the University of Santa Clara.
David Roux was appointed to the Board of Directors in
July 2005 following the merger with VERITAS. Mr. Roux is a
Managing Director and co-founder of Silver Lake Partners, a
private equity firm, which was formed in 1999. Mr. Roux has
extensive operating and acquisition experience in the technology
sector. Prior to founding Silver Lake Partners, Mr. Roux
served as the Chief Executive Officer and President of Liberate
Technologies, a software platform provider. From 1994 to 1998,
Mr. Roux served as Executive Vice President, Corporate
Development, at Oracle Corporation. Mr. Roux was
responsible for business development, mergers and acquisitions,
technology licensing, and equity investments and served on
Oracles Executive Committee and Product Management
Committee. Mr. Roux serves on the boards of directors of
Thomson S.A., Business Objects S.A. and multiple private
companies. Mr. Roux was previously Chairman of Seagate
Technology.
Daniel H. Schulman has been a member of Symantecs
Board of Directors since March 2000. Since August 2001,
Mr. Schulman has served as Chief Executive Officer of
Virgin Mobile USA, a cellular phone service provider. From May
2000 until May 2001, Mr. Schulman was President and Chief
Executive Officer of priceline.com, after serving as President
and Chief Operating Officer from July 1999. From December 1998
to July 1999, Mr. Schulman was President of the AT&T
Consumer Markets Division of AT&T Corp. and was appointed to
the AT&T Operations Group, the companys most senior
executive body. From March 1997 to November 1998,
Mr. Schulman was President of AT&T WorldNet Service.
Mr. Schulman received a Bachelor of Arts degree in
Economics from Middlebury College, and a Masters in Business
Administration, majoring in Finance, from New York University.
V. Paul Unruh was appointed to the Board of
Directors in July 2005 following the merger with VERITAS.
Mr. Unruh retired as Vice Chairman of the Bechtel Group,
Inc., an engineering company, in June 2003. During his 25-year
tenure with Bechtel, Mr. Unruh held various positions in
management including Treasurer from 1983-1986, Controller from
1987-1991 and CFO from 1992-1996. Mr. Unruh also served as
President of Bechtel Enterprises, Bechtels finance,
development and ownership arm, from 1997-2001. Mr. Unruh
serves on the boards of directors of Homestore, Inc., a provider
of real estate media and technology solutions, and
Heidrick & Struggles International, Inc., a provider of
executive search and leadership consulting services as well as
two private companies. Mr. Unruh is a Certified Public
Accountant.
John G. Schwarz has served as President of Symantec since
December 2001. In this role, Mr. Schwarz is responsible for
Symantecs product management, development, security
response, managed security services, and technology alliances.
Mr. Schwarz also served as Chief Operating Officer from
January 2002 to July 2005. Prior to joining Symantec, from
January 2000 to November 2001, Mr. Schwarz served as
President and Chief Executive Officer of Reciprocal Inc., which
provided business-to-business secure e-commerce services for
digital content distribution over the Internet. Before joining
Reciprocal, Mr. Schwarz spent 25 years at IBM
Corporation. Most recently, he was general manager of IBMs
Industry Solutions unit, a worldwide organization focused on
building business applications and related services for
IBMs large industry customers. Mr. Schwarz serves on
the boards of directors of Verity, Inc., a provider of
intellectual capital management software, and several private or
other organizations, including Dalhousie University, Halifax,
and the Information Technology Association of Americas
Software Board. He holds a diploma in Business Administration
from the University of Toronto, an undergraduate degree in
computer science from the University of Manitoba and a Doctorate
from Dalhousie University, Halifax.
Gregory E. Myers has served as Senior Vice President of
Finance and Chief Financial Officer for Symantec since March
2000, and is responsible for worldwide finance. Mr. Myers
served as Vice President of Finance and Chief Financial Officer
from January 1999 to March 2000. Prior to his appointment as CFO
in January 1999, Mr. Myers was Symantecs Vice
President of Finance, where he was responsible for worldwide
accounting, financial and strategic planning and business
development. From 1997 through mid-1998, Mr. Myers was Vice
President of financial planning and analysis for Symantec. From
1993 to 1996, Mr. Myers was the director of financial
planning and analysis. Before joining Symantec in 1993,
Mr. Myers was with Novell Corporation for five years as
their director of financial planning and analysis. Prior to
Novell, Mr. Myers held various financial management
positions for several companies within Silicon Valley since
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1975. Mr. Myers serves on the Board of Directors of Maxtor
Corporation. Mr. Myers holds an undergraduate degree from
Cal-State University, Hayward and a Masters in Business
Administration from Santa Clara University.
John F. Brigden joined Symantec in July 2005 as a result
of the merger with VERITAS, and has served as Senior Vice
President, General Counsel and Assistant Secretary since the
merger. Together with Arthur F. Courville, Mr. Brigden
manages Symantecs Office of the General Counsel which
oversees Symantecs legal department. Prior to the merger,
Mr. Brigden served as Senior Vice President, General
Counsel and Secretary of VERITAS since May 2003. He served as
VERITAS Vice President, General Counsel and Secretary from
November 2001 to May 2003 and as Vice President and General
Counsel from May 2001 to November 2001. Before joining VERITAS,
Mr. Brigden was Vice President of Business Development and
General Counsel at Shutterfly, Inc., an Internet-based digital
photo service company, from January 2000 to April 2001. Prior to
Shutterfly, Mr. Brigden served as director of intellectual
property for Silicon Graphics, Inc. from February 1997 to
January 2000. Mr. Brigden is a member of the California Bar
Association and is also licensed to practice law in Virginia,
Washington, D.C., and before the United States Patent and
Trademark Office. Mr. Brigden holds a J.D. degree with
honors from Georgetown University Law Center and a
Bachelors degree in electrical engineering with honors
from Purdue University.
Arthur F. Courville has served as Senior Vice President,
Corporate Legal Affairs since July 2005 and as Secretary since
1999. Together with John F. Brigden, Mr. Courville manages
Symantecs Office of the General Counsel which oversees
Symantecs legal department. Mr. Courville joined
Symantec in 1993, and was promoted to Director of the Legal
Department in 1994. In 1997, Mr. Courville took the
position of Director of Product Management for the Internet
Tools Business Unit of Symantec, where he was responsible for
all product management activities related to Java programming
and HTML editing products. Mr. Courville later returned to
the Legal Department as Senior Director before his appointment
as Vice President and General Counsel in 1999. Before joining
Symantec, Mr. Courville practiced law with the law firm of
Gibson, Dunn & Crutcher. Mr. Courville holds a
Bachelor of Arts degree in Economics from Stanford University, a
law degree from Boalt Hall School of Law at the University of
California, Berkeley and a Masters of Business Administration
from the Haas School of Business at the University of
California, Berkeley.
Thomas W. Kendra has served as Senior Vice President of
Worldwide Sales since January 2004. In this role, he provides
sales leadership to the companys three regions: Asia
Pacific and Japan; Europe, Middle East and Africa; and the
Americas. Mr. Kendra joined Symantec after a 26-year career
at IBM, where most recently he was responsible for worldwide
competitive sales and was a member of IBMs senior
leadership team. Prior to that, he was the Vice President of
IBMs Worldwide Server Sales. From 1999 to 2001,
Mr. Kendra was responsible for IBMs software business
in Asia Pacific including sales, services, marketing, and
channel operations. During that time he also served as Chairman
of the Board of Singalab, a leader in systems integration,
located in Singapore. During his time at IBM, Kendra held other
executive positions including Vice President of Marketing and
Sales for IBMs database division; Vice President of
Software for the Western United States; and Director of Support
and Services for IBMs U.S. software business.
Mr. Kendra received a Bachelor of Arts in Business
Administration from Indiana University in Bloomington, Indiana.
Stephen C. Markowski has served as Vice President of
Finance and Chief Accounting Officer since July 2005, and is
responsible for worldwide accounting operations (non-revenue),
tax, treasury and external reporting. Prior to that time
Mr. Markowski served in a variety of positions with
Symantec, most recently as Vice President of Accounting,
Tax & Treasury from October 2001 to July 2005 and as
Tax Director from August 1990 to June 1998. Prior to joining
Symantec, Mr. Markowski was with KPMG, a public accounting
firm, for nine years, primarily working in tax.
Mr. Markowski holds an undergraduate degree in accounting
from Santa Clara University.
6
Rebecca Ranninger has served as Senior Vice President,
Human Resources since January 2000. In this role,
Ms. Ranninger directs a worldwide human resources
organization which serves all of Symantecs employees.
Included in Ms. Ranningers responsibilities are
compensation, benefits, HR Information Reporting, training,
recruiting, staffing, legal compliance and talent management.
Ms. Ranninger also manages a worldwide Human Resource
Services Organization that works closely with management on all
strategic and functional workforce issues. From September 1997
to January 2000, Ms. Ranninger held the position of Vice
President, Human Resources. Prior to 1997, Ms. Ranninger
served for over six years in the Legal Department. Before
joining Symantec in 1991, Ms. Ranninger was a business
litigator with the law firm of Heller Ehrman White &
McAuliffe. Ms. Ranninger holds a juris doctorate from
Stanford University School of Law, a bachelors degree in
jurisprudence from Oxford University, and a bachelors
degree Magna Cum Laude from Harvard University.
7
THE PROPOSALS
Proposal No. 1 Election of Symantec
Directors
At the meeting, all ten of the current members of the Board will
be nominated for re-election. The nominees for election to the
Board are Gary L. Bloom, Michael Brown, William T. Coleman,
David L. Mahoney, Robert S. Miller, George Reyes, David Roux,
Daniel H. Schulman, John W. Thompson and V. Paul Unruh.
Effective as of the closing of Symantecs merger with
VERITAS Software Corporation on July 2, 2005,
Messrs. Bloom, Brown, Roux and Unruh, each of whom
previously served as a director of VERITAS, were appointed to
the Board of Directors of Symantec. These individuals were
appointed pursuant to the terms of the merger agreement between
Symantec and VERITAS, which provided that following the closing
of the merger, the Board of Directors of Symantec would consist
of six persons designated by Symantec (including its CEO) and
four persons designated by VERITAS (including its CEO).
Mr. Blooms Employment Agreement with Symantec also
specifies that he has the title of Vice Chairman of the Board
and that as long as Mr. Bloom is a Symantec employee,
Symantec will recommend to the Nominating and Governance
Committee of the Board that Mr. Bloom be re-nominated to
serve as a member of the Symantec Board. Each nominee other than
Messrs. Bloom, Brown, Roux and Unruh was elected at last
years annual meeting. All of the nominees have been
nominated by the Boards Nominating and Governance
Committee.
Each director will hold office until the next annual meeting of
stockholders and until his successor has been elected and
qualified or until his earlier resignation or removal. Shares
represented by the accompanying proxy will be voted for the
election of the ten nominees recommended by Symantecs
management unless the proxy is marked in such a manner as to
withhold authority so to vote. If any nominee for any reason is
unable to serve or for good cause will not serve, the proxies
may be voted for such substitute nominee as the proxy holder may
determine. Symantec is not aware of any nominee who will be
unable to or refuses to serve as a director.
Proxies submitted to Symantec cannot be voted at the meeting for
nominees other than those named in this Proxy Statement, or any
substitute nominee for any named nominee who is unable to or for
good cause will not serve.
For certain information about the current directors, see
Directors and Management Directors and
Executive Officers.
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Board Meetings and Committees |
The Board of Directors has determined that each of the members
of the Board is independent as defined in
Rule 4200(a)(15) of The Nasdaq Stock Market, except for
Mr. Thompson, Symantecs Chairman and Chief Executive
Officer and Mr. Bloom, Symantecs Vice-Chairman and
President. On April 22, 2003, Mr. Miller was elected
as the Lead Outside Director. The Board does not have a formal
policy with respect to Board member attendance at annual
meetings of stockholders, as historically very few stockholders
have attended the companys annual meeting of stockholders.
One director attended Symantecs 2004 Annual Meeting of
Stockholders. The company will provide a live and re-playable
webcast of the meeting which will be available for this
years Annual Meeting of Stockholders at
http://www.symantec.com/invest.
The Board has three (3) standing committees: the Audit
Committee, the Compensation Committee, and the Nominating and
Governance Committee. The functions of each of these committees
and their members are specified below. The Board has determined
that each director who serves on these committees is
independent as defined in Nasdaq
Rule 4200(a)(15). Each of these committees has a written
charter adopted by the Board. A copy of each charter can be
found on our website at www.symantec.com by clicking
Investor Relations then Corporate
Governance, and then Company Charters and a
copy of the Audit Committee charter is attached to this proxy
statement as Annex A. The members of the committees are
identified in the following table.
8
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Nominating and | |
Director |
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Audit Committee | |
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Compensation Committee | |
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Governance Committee | |
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Michael Brown
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X |
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Chair |
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William T. Coleman
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X |
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David Mahoney
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X |
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X |
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Robert S. Miller*
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X |
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X |
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George Reyes
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Chair |
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David Roux
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X |
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Daniel H. Schulman
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Chair |
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X |
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V. Paul Unruh
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X |
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X |
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The Board held a total of 11 meetings during the fiscal year
ended April 1, 2005. No incumbent director attended fewer
than 75% of the aggregate of the total number of meetings of 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).
The Audit Committee met 10 times during the fiscal year ended
April 1, 2005, and is currently comprised of
Messrs. Mahoney, Miller, Reyes, Roux and Unruh, each of
whom meets each of the independence and other requirements for
audit committee members under the rules of The Nasdaq Stock
Market. The Board of Directors has determined that each of
Messrs. Reyes and Unruh is an audit committee
financial expert as defined by SEC regulations. The Audit
Committee assists the Board in its oversight of Symantecs
financial accounting, reporting and controls by meeting with
members of management and Symantecs independent auditors.
The committee has the responsibility to review Symantecs
annual audited financial statements, and meets with management
and the independent auditors at the end of each quarter to
review the quarterly financial results. In addition, the
committee considers and approves the employment of, and approves
the fee arrangements with, independent auditors for audit and
other functions. The Audit Committee also reviews
Symantecs accounting policies and assessment of internal
controls. The Audit Committee has a written charter which was
originally adopted on July 20, 2000 and was last amended as
of July 19, 2005. A copy of the current charter is attached
hereto as Annex A.
The Compensation Committee met 6 times during the fiscal year
ended April 1, 2005, and is currently comprised of
Messrs. Brown, Coleman, Mahoney, and Schulman. The
Compensation Committee recommends cash-based and stock-based
compensation for executive officers of Symantec, administers the
companys stock option and stock purchase plans and makes
recommendations to the Board regarding such matters.
The Nominating and Governance Committee met 4 times during the
fiscal year ended April 1, 2005, and is currently comprised
of Messrs. Brown, Miller, Schulman and Unruh. The
Nominating and Governance Committee considers and reviews
corporate governance matters and recommends candidates for
election to the companys Board of Directors.
Director Candidates. The Nominating and Governance
Committee will consider candidates submitted by Symantec
security holders, as well as candidates recommended by directors
and management, for nomination to the Board of Directors. To
date, we have not received any such recommendations from
Symantec security holders. Security holders may recommend
candidates for nomination to the Board by writing to
Symantecs Corporate Secretary at Symantec Corporation,
20330 Stevens Creek Boulevard, Cupertino, California 95014,
Attn: Corporate Secretary. To be considered for election at next
years Annual Meeting of Stockholders, submissions by
security holders must be submitted by mail and must be received
by
9
the Corporate Secretary no later than March 31, 2006 to
ensure adequate time for meaningful consideration by the
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 on
pages 3-5 of this proxy statement. |
The goal of the Nominating and Governance Committee is to
assemble a Board that offers a variety of perspectives,
knowledge and skills derived from high-quality business and
professional experience. The 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 committee determines that an opening exists,
the committee identifies the desired skills and experience of a
new nominee, including the need to satisfy rules of the SEC and
The Nasdaq Stock Market. The 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
committee does not assign specific weights to particular
criteria, and no particular criterion is necessarily applicable
to all prospective nominees. Although the committee uses these
and other criteria as appropriate to evaluate potential
nominees, we have no stated minimum criteria for nominees. The
committee intends to evaluate candidates recommended by
stockholders and candidates recommended by directors and
management in accordance with the same criteria. We have from
time to time engaged a search firm to identify and assist the
Nominating and Governance Committee with identifying, evaluating
and screening Board candidates for the company and may do so in
the future.
Communication with the Board. Symantec stockholders may
communicate with the Board of Directors in writing by mailing
written communications to Symantecs Corporate Secretary at
Symantec Corporation, 20330 Stevens Creek Boulevard, Cupertino,
California 95014, Attn: Corporate Secretary. The Corporate
Secretary will review all such correspondence and provide
regular summaries to the Board or to individual directors, as
relevant, and 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.
Code of Ethics/Code of Conduct. We have adopted a code of
conduct that applies to all Symantec employees, officers and
directors. We have also adopted a code of ethics for our chief
executive officer and senior financial officers, including our
principal executive officer, 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 our website at
http://www.symantec.com, and can be found by clicking on
About Symantec, then clicking on Investor
Relations, and then clicking on Company
Charters (under Corporate Governance). We will
post any amendments to or waivers from our Code of Conduct and
Code of Ethics for Chief Executive Officer and Senior Financial
Officers at that location.
Non-employee members of the Board are paid an annual retainer in
an amount approved by the Board from time to time. The payment
of the retainer is subject to the terms of the
2000 Director Equity Incentive Plan, as amended (the
Director Plan). In the 2005 fiscal year, each
director was entitled to receive an annual retainer of $50,000.
Additionally, during the 2005 fiscal year, each committee chair
received an annual payment of $10,000, each committee member
received an annual payment of $10,000 and the Lead
10
Independent Director received an additional annual payment of
$25,000. The company pays the retainer amount to each director
at the beginning of the fiscal year. Directors who join the
company during the first six months of the fiscal year will
receive a prorated payment.
Pursuant to the Director Plan, not less than 50% of the annual
retainer is paid in the form of an award of unrestricted,
fully-vested shares of Symantec common stock. During fiscal year
2005, Mr. Coleman and former director Mr. Owens each
elected to receive 100% of the retainer in stock, and were
awarded 2,044 shares each, and Messrs. Mahoney,
Miller, Reyes and Schulman and former directors
Ms. Amochaev and Mr. Lion each elected to receive 50%
of the retainer in stock, and each was awarded
1,022 shares, in each case at a per share price of $24.455
on April 27, 2004.
The company has provided former director Ms. Amochaev with
coverage under Symantecs Employee Medical plan. For the
2005 fiscal year the cost to the company for such coverage was
$9,491. Following Ms. Amochaevs resignation from the
Board as of July 2, 2005, the company agreed to pay for up
to nine months of COBRA coverage for Ms. Amochaev.
During fiscal year 2005 Messrs. Coleman, Mahoney, Miller,
Reyes and Schulman and former directors Ms. Amochaev and
Mr. Lion each received a non-qualified stock option granted
on September 16, 2004, to purchase 24,000 shares
of Symantecs common stock at an exercise price of
$25.505 per share (as adjusted for the stock split effected
as a stock dividend on November 30, 2004).
All of these options were granted automatically pursuant to the
1996 Plan. Options granted vest over a four year period in
accordance with the terms of the 1996 Plan, and will remain
exercisable for a period of seven months following the
non-employee directors termination as a director or
consultant of Symantec. The award formula for nonqualified stock
option grants to non-employee directors under the 1996 Plan is
as follows:
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An initial stock option grant of 20,000 shares will be made
to a new non-employee director upon joining the Board. |
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Continuing non-employee directors receive an annual stock option
grant of 12,000 shares on the day after the Annual Meeting
of Stockholders. |
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If the Chairman of the Board is a non-employee director, then in
lieu of the above grant of 12,000 shares, the Chairman
receives an annual stock option grant of 20,000 shares on
the day after the Annual Meeting of Stockholders. |
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Directors who join the Board and receive the initial grant of
20,000 shares are not eligible to receive the annual grant
if it would be made within six months of the initial grant. |
Messrs. Brown, Roux and Unruh, who were appointed to the
Board in July 2005 in connection with the VERITAS merger, are
deemed continuing non-employee directors under the 1996 Plan and
will each receive an option to purchase 12,000 shares
on the day after the Annual Meeting of Stockholders rather than
an initial grant of 20,000 shares.
The Board recommends a vote FOR election of
each of the ten nominated directors
Proposal No. 2 Ratification of
Selection of Independent Auditors
The Audit Committee has selected KPMG as Symantecs
principal independent auditors to perform the audit of
Symantecs consolidated financial statements for fiscal
year 2006. As a matter of good corporate governance, the Audit
Committee has determined to submit its selection of independent
audit firm to stockholders for ratification. In the event that
this selection of KPMG is not ratified by a majority of the
shares of common stock present or represented at the annual
meeting and entitled to vote on the matter, the Audit Committee
will review its future selection of KPMG as Symantecs
independent auditors.
The Audit Committee first approved KPMG as the companys
independent auditors in September 2002, and KPMG audited
Symantecs financial statements for Symantecs 2005
fiscal year. Representatives of
11
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 Accounting Fees and Services
The company regularly reviews the services and fees from its
independent auditors. These services and fees are also reviewed
with the Audit Committee annually. In accordance with standard
policy, KPMG periodically rotates the individuals who are
responsible for the companys audit. Symantecs Audit
Committee has determined that the providing of certain non-audit
services, as described below, is compatible with maintaining the
independence of KPMG.
In addition to performing the audit of the companys
consolidated financial statements, KPMG provided various other
services during fiscal years 2005 and 2004. 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 2005 and 2004 for each of the following
categories of services are as follows:
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Fees Billed to the Company |
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2005 | |
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2004 | |
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Audit fees(1)
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$ |
2,353,544 |
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$ |
1,874,408 |
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Audit-related fees(2)
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212,955 |
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35,302 |
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Tax fees(3)
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235,774 |
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190,813 |
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All other fees(4)
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122,500 |
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423,221 |
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Total fees
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$ |
2,924,773 |
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$ |
2,523,744 |
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The categories in the above table have the definitions assigned
under Item 9 of Schedule 14A promulgated under the
Securities Exchange Act of 1934, and with respect to
Symantecs 2005 and 2004 fiscal years, these categories
include in particular the following components:
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(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, reviews of SEC filings and statutory audit fees. KPMG
has informed the company that it has not yet billed the company
for all audit services performed in fiscal 2005 in connection
with KPMGs audit of the companys internal control
and related compliance required under Section 404 of the
Sarbanes-Oxley Act of 2002. |
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(2) Audit related fees include fees which are
for assurance and related services other than those included in
Audit fees. The services provided for the fees disclosed under
this category include audit services performed in connection
with the companys acquisitions. |
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(3) Tax fees include fees for tax compliance
and advice. |
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(4) All other fees include fees for all other
non-audit services, principally for services in relation to
certain information technology audits. |
An accounting firm other than KPMG performs internal audit
services for the company. Another accounting firm provides the
majority of Symantecs tax services.
Policy on Audit Committee Pre-Approval of Audit and
Permissible Non-Audit Services of Independent Auditors
The Audit Committees policy is to pre-approve all audit
and permissible non-audit services provided by the independent
auditors. 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 auditors and management are required to
periodically report to the Audit Committee regarding the extent
of services provided by the independent auditors in accordance
with
12
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
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT
The company has adopted a policy that executive officers and
members of the board of directors hold an equity stake in the
company. The policy requires each executive officer to hold a
minimum of 40,000 shares of Symantec common stock. Newly
appointed executive officers are not required to immediately
establish their position, but are expected to make regular
progress to achieve it. The Compensation Committee reviews the
minimum number of shares to be held by the executive officers
and directors from time to time. The purpose of the policy is to
more directly align the interests of executive officers and
directors with our stockholders.
The following table sets forth information, as of July 11,
2005, 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 of Directors of
Symantec, (iii) the Chief Executive Officer of Symantec and
the four most highly compensated executive officers, other than
the Chief Executive Officer, as calculated with respect to the
fiscal year ended April 1, 2005, and (iv) all current
executive officers and directors of Symantec as a group.
Beneficial ownership is determined under the rules of the
Securities and Exchange Commission (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 1,196,785,335 shares of Symantec common stock
outstanding as of July 11, 2005 (excluding shares held in
treasury). Shares of common stock subject to options exercisable
on or before September 9, 2005 (within 60 days of
July 11, 2005) 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.
13
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Amount and | |
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5% Beneficial Owner(1)
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FMR Corp.
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66,543,379 |
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5.6 |
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82 Devonshire Street
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Boston, MA 02109
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Directors and Officers
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John W. Thompson(2)
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8,200,656 |
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Gary L. Bloom(3)
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3,677,808 |
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* |
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Michael Brown(4)
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168,630 |
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William T. Coleman(5)
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82,851 |
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David L. Mahoney(6)
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57,185 |
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Robert S. Miller(7)
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250,476 |
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Daniel H. Schulman(8)
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65,000 |
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George Reyes(9)
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205,332 |
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David Roux(10)
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230,461 |
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* |
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V. Paul Unruh(11)
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168,630 |
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John G. Schwarz(12)
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1,622,822 |
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* |
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Gregory E. Myers(13)
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425,159 |
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Thomas W. Kendra(14)
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121,829 |
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Dieter Giesbrecht(15)
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764,301 |
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All current Symantec executive officers and directors as a group
(17 persons)(16)
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16,561,363 |
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1.4 |
% |
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(1) |
Based solely on information provided by FMR Corp. in (i) a
Schedule 13G filed with the Securities and Exchange Commission
on February 14, 2005 disclosing FMR Corp.s beneficial
ownership of 34,806,234 Symantec shares, and (ii) a
Schedule 13G/A filed with the Securities and Exchange Commission
on February 14, 2005 disclosing FMR Corps beneficial
ownership of 28,230,871 VERITAS shares, which, for purposes
of the beneficial ownership table, were converted into
31,737,145 Symantec shares based upon an exchange ratio of
1.1242 set forth in the merger agreement between Symantec and
VERITAS. |
|
|
(2) |
Includes 6,725,572 shares subject to options that will be
exercisable as of September 9, 2005. |
|
|
(3) |
Includes 3,672,571 shares subject to options that will be
exercisable as of September 9, 2005. |
|
|
(4) |
Represents shares subject to options that will be exercisable as
of September 9, 2005. |
|
|
(5) |
Includes 75,666 shares subject to options that will be
exercisable as of September 9, 2005. |
|
|
(6) |
Includes 48,333 shares subject to options that will be
exercisable as of September 9, 2005. |
|
|
(7) |
Includes 154,833 shares subject to options that will be
exercisable as of September 9, 2005. |
|
|
(8) |
Includes 56,001 shares subject to options that will be
exercisable as of September 9, 2005. |
|
|
(9) |
Includes 166,833 shares subject to options that will be
exercisable as of September 9, 2005. |
|
|
(10) |
Represents shares subject to options that will be exercisable as
of September 9, 2005. |
|
(11) |
Represents shares subject to options that will be exercisable as
of September 9, 2005. |
|
(12) |
Includes 1,583,571 shares subject to options that will be
exercisable as of September 9, 2005. |
|
(13) |
Includes 185,159 shares subject to options that will be
exercisable as of September 9, 2005 and 200,000 restricted
shares subject to vesting subject to a right of repurchase by
Symantec upon termination of employment or services that lapses
over a two-year vesting schedule. |
|
(14) |
Includes 118,749 shares subject to options that will be
exercisable as of September 9, 2005. |
14
|
|
(15) |
Includes 683,140 shares subject to options that will be
exercisable as of September 9, 2005. |
|
(16) |
Includes 14,515,897 shares subject to options that will be
exercisable as of September 9, 2005, including the options
described in footnotes (2) (14). |
Section 16(a) Beneficial Ownership Reporting
Compliance
Section 16 of the Exchange Act requires Symantecs
directors and officers, and 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 and
the Nasdaq National Market. 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 executive
officers and directors, Symantec believes that all
Section 16(a) filing requirements were met in fiscal year
2005, except that Messrs. Giesbrecht and Miller each did
not file a Form 4 during January 2005, due to an
administrative error. The Form 4s were filed by
Messrs. Giesbrecht and Miller in February 2005.
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, 2005:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Compensation Plan Information | |
|
|
| |
|
|
|
|
Number of Securities | |
|
|
Number of Securities | |
|
|
|
Remaining Available for | |
|
|
to be Issued Upon | |
|
Weighted-Average | |
|
Future Issuance Under | |
|
|
Exercise of | |
|
Exercise Price of | |
|
Equity Compensation Plans | |
|
|
Outstanding Options, | |
|
Outstanding Options, | |
|
(Excluding Securities | |
Plan Category |
|
Warrants and Rights | |
|
Warrants and Rights | |
|
Reflected in Column (a)) | |
|
|
| |
|
| |
|
| |
|
|
(a) | |
|
(b) | |
|
(c) | |
Equity compensation plans approved by security holders
|
|
|
64,296,816 |
|
|
$ |
12.54 |
|
|
|
61,644,670 |
(1) |
Equity compensation plans not approved by security holders
|
|
|
4,476,759 |
(2) |
|
$ |
5.55 |
|
|
|
0 |
|
|
Total
|
|
|
68,773,575 |
|
|
$ |
12.08 |
|
|
|
61,644,670 |
|
|
|
(1) |
Represents 22,290,248 shares remaining available for future
issuance under Symantecs 1998 Employee Stock Purchase
Plan, 250,000 shares remaining available for future
issuance under Symantecs 2002 Executive Officers
Stock Purchase Plan, 59,358 shares remaining available for
future issuance under Symantecs 2000 Director Equity
Incentive Plan, 21,045,064 shares remaining available for
future issuance as stock options under Symantecs 1996
Equity Incentive Plan and 18,000,000 shares remaining
available for future issuance as stock options under
Symantecs 2004 Equity Incentive Plan. |
|
(2) |
Includes approximately 1,415,215 outstanding options as of
April 1, 2005 that were assumed as part of various
acquisitions. The weighted average exercise price of these
outstanding options was $3.94 as of April 1, 2005. In
connection with these acquisitions, Symantec has only assumed
outstanding options and rights, but not the plans themselves,
and therefore, no further options may be granted under these
acquired-company plans. |
15
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, 2005, options to
purchase approximately 2,764,208 shares were outstanding
under this 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
Committee approved and is subject to the following conditions
(as described in further detail in the plan):
|
|
|
|
|
Vesting and Exercisability: Options and restricted shares
become vested and exercisable, as applicable, within such
periods, or upon such events, as determined by the Compensation
Committee in its discretion and as set forth in the related
stock option or restricted stock agreement. To date, as a matter
of practice, options under the plan have generally been subject
to a four-year vesting period. Options terminate ten years or
less from the date of grant. |
|
|
|
Exercise Price: The exercise price of each option granted
was not less than 100% of the fair market value of the shares of
common stock on the date of the grant. |
|
|
|
Tax Status: All options granted under the plan are
non-qualified stock options. |
|
|
|
Method of Exercise: The option exercise price is
typically payable in cash or by check, but may also be payable,
at the discretion of the Committee, in other forms of
consideration. |
|
|
|
Termination of Employment: Options cease vesting on the
date of termination of service or death of the participant.
Options granted under the plan generally expire three months
after the termination of the optionees service to Symantec
or a parent or subsidiary of Symantec, except in the case of
death or disability, in which case the options generally may be
exercised up to 12 months following the date of death or
termination of service. However, if the optionee is terminated
for cause (i.e. for committing an alleged criminal act or
intentional tort against Symantec), 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.
1999 Acquisition Plan
The purpose of this plan was to issue stock options in
connection with Symantecs acquisition of URLabs in
September 1999.
Number of Shares Subject to the Plan. A total of
4 million shares of common stock were authorized and
reserved for issuance under the plan. As of April 1, 2005,
options to purchase approximately 137,336 shares were
outstanding under this plan.
Eligibility for Participation. Employees, officers,
consultants, independent contractors and advisors to Symantec,
or of any subsidiary or affiliate of Symantec, are eligible to
receive stock options under this plan. Options awarded to
officers may not exceed in the aggregate 30% percent of all
shares available for grant under the plan.
Terms of Options. Many of the terms of the options are
determined by the Compensation Committee, and are generally the
same in all material respects as the terms described above with
respect to Symantecs 2001 Non-Qualified Equity Incentive
Plan, except that the 1999 Acquisition Plan does not contain a
provision for the expiration of employees options upon a
termination for cause.
16
Term and Amendment of the Plan. The term of the plan is
ten years, commencing on the date the plan was adopted in July
1999, and ending in July 2009. The plan may be amended or
terminated without stockholder approval.
Non-Qualified Stock Option Granted to John W. Thompson,
CEO of Symantec
A non-qualified option to acquire 160,000 shares that was
approved for grant to Mr. Thompson on December 20,
1999 was deemed granted on January 1, 2000. The option
exercise price is 100% of the fair market value on
January 1, 2000. The shares subject to the option vested
25% on January 1, 2001 and 2.0833% each month thereafter.
The option has a term of ten years.
17
EXECUTIVE COMPENSATION AND RELATED INFORMATION
Report of the Compensation Committee on Executive
Compensation
The information contained in the following report of
Symantecs Compensation Committee is not considered to be
soliciting material, or 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 (the Committee) of the
Board of Directors of Symantec Corporation (the
Board) acts pursuant to the Charter of the
Compensation Committee (the Charter) dated
April 22, 2003, as amended. A copy of the Charter can be
found in the Corporate Governance portion of our public website
at www.symantec.com by clicking Investor Relations,
then Corporate Governance, and then Company
Charters.
The Committee is comprised of Daniel H. Schulman (Chairman),
Michael Brown, William T. Coleman and David L. Mahoney, each of
whom qualifies as an independent director under the rules of the
Nasdaq Stock Market, an outside director as defined
under Section 162(m) of the Internal Revenue Code of 1986,
as amended (the Code), and a non-employee
director as defined in Rule 16b-3 under the
Securities and Exchange Act of 1934 (the Exchange
Act). Members of the Committee are appointed by the Board
following recommendation by the Boards nominating and
governance committee. Members of the Committee serve during
their respective terms as members of the Board, subject to
earlier removal by the Board. The Committee meets periodically
throughout the year (at least four times) and holds additional
meetings from time to time to review and discuss executive
compensation issues. During fiscal year 2005, the Committee met
six times. The Committee also considers and takes action by
written consent.
The Committee reviews and approves the compensation of
Symantecs executive officers and other employees,
administers Symantecs cash bonus plans and equity
compensation plans, grants options and other types of equity
compensation awards, and reviews and recommends adoption of and
amendments to Symantecs equity compensation plans, cash
bonus plans and employee benefit plans of general applicability
to Symantecs employees. The Committee has delegated to
Symantecs CEO the authority to grant equity-based awards
to non-executive officers and employees of Symantec, subject to
appropriate limitations established by the Board.
The Committee has the authority under its Charter to retain
and/or terminate the services of compensation consultants, legal
counsel and other advisors to assist the Committee in its
functions, and to determine the fees and retention terms of such
advisors. In fiscal year 2005, the Committee engaged Mercer
Human Resource Consulting, a compensation consulting firm, to
advise the Committee with respect to the compensation of
Symantecs executive officers and compensation plan design.
|
|
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Compensation Committee Philosophy |
We believe that the compensation of the executive officers,
including the CEO, should be based significantly on
Symantecs financial performance. Consistent with this
philosophy, a meaningful component of the compensation of each
executive officer is contingent upon the achievement of
corporate revenue and earnings per share targets for the fiscal
year. In addition, we believe that compensation for our
executive officers, including annual base compensation and
long-term equity compensation, should be competitive with
compensation arrangements for executive officers of companies in
our peer group.
The annual base compensation for our executive officers is
determined through a comprehensive process designed to ensure
that Symantec is capable of attracting and retaining the caliber
of executives necessary to achieve the companys strategic
and business objectives. This process begins with a review of
one or more executive compensation surveys from independent
sources. We also review and compare the practices of other
18
companies with respect to stock option grants to executive
officers. We also consider the recommendations of our
compensation consultant in determining executive compensation.
We obtain executive compensation data from other high technology
companies, including high technology companies of a similar
size, based on recommendations made by our outside compensation
consultants. The companies included in the sample from which
this data was derived included companies present in the S&P
Information Technology Index (used for purposes of the returns
data presented in Comparison of Cumulative Total
Return below), but the sample was not intended to
correlate with this index.
Cash bonuses are awarded to our executive officers based on
objectives set by the Board at the beginning of each year. The
cash bonuses that were paid in fiscal year 2005 to our executive
officers were based on our annual incentive plan(s) for our
executive officers. The terms of these plans provide that the
Board retains the right to alter or cancel one or more of the
incentive plans for any reason at any time, and any payments
made under the incentive plans are made at the sole discretion
of the Board. Symantecs corporate performance with respect
to revenues and earnings per share are the primary financial
objectives considered in determining annual incentive
compensation for the executive officers. The annual incentive
plans for our executive officers are adopted pursuant to the
Senior Executive Plan approved by our stockholders in 2003.
We believe that equity compensation is an important factor with
respect to the retention of our executive officers and the
alignment of their interests with those of the stockholders.
Stock options and other forms of equity compensation have
typically been granted to our executive officers when the
executive first joins Symantec, in connection with a significant
change in responsibilities, periodically based upon performance,
and occasionally to achieve equity within a peer group. Stock
options generally have value for the executive only if the price
of Symantecs stock increases above the fair market value
on the grant date and the executive remains in our employ for
the period required for the shares to vest. Generally, when
making annual stock option grants for executive officers, we
consider Symantecs corporate performance during the past
year and recent quarters, the responsibility level and
performance of the executive officer, prior option grants to the
executive officer and the level of vested and unvested options.
The stock options generally vest over a four-year period, and
have exercise prices equal to the fair market value of our
common stock on the date of grant.
The number of option shares or other equity compensation awards
granted by the Committee is within the discretion of the
Committee and is based on anticipated future contribution and
ability to impact corporate and/or business unit results, past
performance or consistency within the executives peer
group.
Over the past three years, Symantec has taken specific actions
that reflect corporate responsibility and our desire to decrease
the total dilution experienced by stockholders as a result of
our equity plans. As part of this effort, in July 2004, the
Board eliminated the evergreen provision in
Symantecs 1998 Employee Stock Purchase Plan whereby the
number of shares available for issuance increased automatically
on January 1 of each year by 1% of our outstanding shares
of common stock. At the same time, we remain focused on
attracting and retaining key personnel to help us solidify our
position as the world leader in information integrity through
our security and storage management solutions. In an attempt to
lower overall dilution and effectively use our option pool, we
have lowered the yearly burn rate in the last four consecutive
years, reducing the annual rate down from 8% to 2% over this
period. Burn rate in this context is defined as total shares
granted as a percentage of total common stock outstanding at the
end of the period reviewed. During this time our total dilution
overhang has decreased from 28% to 17%. Overhang in this context
is defined as all issued and outstanding shares and shares
available for issuance for all of our equity incentive plans as
a percentage of total common stock outstanding at the end of the
period reviewed.
19
|
|
|
Compensation of Executive Officers Other Than the CEO
During Fiscal Year 2005 |
For the fiscal year ended April 1, 2005, executive officers
received increases in their base salaries that reflected
industry standards. The factors considered by us in determining
base salaries and salary increases for fiscal year 2005 varied
depending on the position of each executive, but generally
included the following factors: (1) the executive pay
recommendations made by the chief executive officer;
(2) managements talent and organizational assessment
of our leadership team and (3) other quantitative and
qualitative factors, including the scope of the executives
particular job, his or her performance in the job, the expected
value of the executives future impact or contribution to
our success and growth, the executives prior experience
and salary history and our recent financial performance and
market competitiveness.
Performance-based bonuses for the executive officers were paid
under our annual incentive plans at the end of the fiscal year.
Under these plans, executive officers were eligible to receive
an annual bonus at the end of the fiscal year with a target
payout of 80% of annual base salary in the case of the President
and Chief Operating Officer, and 60% of annual base salary in
the case of the other executive officers. During the fiscal year
2005, the following metrics and weightings were considered in
calculating the bonus amounts for named executive officers under
their annual incentive plans: (a) achievement of targeted
annual revenue growth of the company (50% weighting); and
(b) achievement of targeted annual earnings per share
growth of the company (50% weighting). Specific performance
thresholds for each metric had to be exceeded before the portion
of the bonuses associated with the respective metric were paid.
The bonus target payments for a particular metric were
calculated on a linear basis in relation to the percentage of
the metric achieved up to 100% of the target amount, with bonus
amounts exceeding target payouts for achievement of more than
100% of the applicable metric.
In fiscal year 2005, the company exceeded both the revenue and
earnings per share growth targets specified in the executive
officers annual incentive plans and, as a result, each executive
officer received a bonus in excess of the targeted payout
amount. In fiscal year 2005, bonuses to executive officers
ranged from 104% to 168% of their annual base salaries.
On April 26, 2005, we approved Symantecs annual
incentive plans for fiscal year 2006 for our executive officers.
Payments under these plans are based upon achievement of goals
similar to the ones described above. Under these plans,
executive officers were eligible to receive an annual bonus at
the end of the fiscal year with a target payout of 100% of
annual base salary in the case of the President and Chief
Operating Officer, 80% in the case of our Senior Vice President,
Worldwide Sales and 60% of annual base salary in the case of the
other executive officers. We increased the target payouts for
these executive officers for fiscal year 2006 to maintain their
total cash compensation competitive with the cash compensation
of similar executive officers of peer companies and to increase
the percentage of their incentive compensation relative to total
cash compensation.
On July 19, 2005, we approved Symantecs executive
supplemental incentive plans for fiscal year 2006 for certain
executive officers of Symantec who were executive officers of
Symantec prior to July 2, 2005. Under the terms of these
plans, the executive officers will be eligible to receive
performance-based incentive bonuses equivalent to the bonuses
payable under, and upon terms substantially similar to,
Symantecs annual incentive plans for 2006. The
supplemental incentive bonuses are in addition to the incentive
bonuses under the annual incentive plans. The target payouts
under the supplemental incentive plans are 40% to 100% of a
participants annual base salary. The plans do not include
minimum guaranteed payments except for Mr. Schwarz in the
amount of $1.5 million and Mr. Kendra in the amount of
$750,000. In addition, the supplemental incentive bonus may be
increased up to a maximum of 50% of the calculated bonus amount
for any executive officer, based on the executive officers
impact on and contributions to the integration of Symantec and
VERITAS Software Corporation.
|
|
|
Stock Options and Restricted Stock Granted to Executive
Officers Other Than the CEO in Fiscal Year 2005 |
Over the past fiscal year, we made stock option and restricted
stock grants to executive officers other than the CEO, for a
total of 1,326,000 shares (as described more fully in the
section entitled Stock Options Option Grants
in Fiscal Year 2005). The general purpose of these grants
was to provide greater incentives to
20
these executive officers to continue their employment with us
and to strive to increase long-term stockholder value. In the
fiscal year 2005, the primary factors considered in granting
options to executive officers were the executives
performance, the executives responsibilities, the equity
stake owned by the executive as a percentage of the
companys outstanding equity, and competitive market
practices. Symantec does not set specific target levels for
options granted to the CEO or other executive officers but seeks
to be competitive with similar high technology companies.
|
|
|
Fiscal Year 2005 CEO Compensation |
Compensation for the CEO is determined through a process similar
to that discussed above for other executive officers. We believe
that the CEOs performance bonuses should be paid solely in
relation to our success, which is the ultimate measure of CEO
effectiveness and aligns CEO compensation to stockholder value.
In fiscal year 2005, the annual salary for Mr. Thompson was
raised from $750,000 to $800,000 per year, representing a
6.7% increase. The Board elected to increase
Mr. Thompsons annual salary based on the superior
performance of the company, his contributions to the company,
and to maintain his salary competitive with salaries of chief
executive officers of peer companies. For fiscal year 2006, the
Board elected to maintain Mr. Thompsons annual salary
at $800,000 per year. In accordance with his Employment
Agreement dated April 11, 1999, the Board has agreed that
Mr. Thompsons base salary would be reviewed on an
annual basis by the Committee and may be increased from time to
time in the discretion of the Board, but in no event may his
base salary be reduced below $600,000 during
Mr. Thompsons term of employment with the company.
Under the CEOs annual Incentive Plan for fiscal year 2005,
Mr. Thompson was eligible to receive an annual bonus
following the end of the fiscal year with a target payout of
100% of his annual base salary. During the fiscal year 2005, the
following metrics and weightings were considered in calculating
the amount of Mr. Thompsons bonus:
(a) achievement of targeted annual revenue growth of the
company (50% weighting); and (b) achievement of targeted
annual earnings per share growth of the company (50% weighting).
Specific thresholds for each metric had to be exceeded before
the portion of the bonus associated with the respective metric
was paid. The bonus target payment for a particular metric was
calculated on a linear basis in relation to the percentage of
the metric achieved up to 100% of the target amount, with the
bonus amount exceeding Mr. Thompsons target payout
for achievement of more than 100% of the applicable metric.
Overall, Mr. Thompson earned an aggregate bonus of
$1.68 million for the fiscal year 2005 due to substantial
overachievement on both the revenue growth and earnings per
share objectives.
On April 26, 2005, the Board approved Symantecs
annual incentive plan for fiscal year 2006 for our CEO. Payments
under this plan are based upon achievement of goals similar to
the ones described in the preceding paragraph. Under this plan,
Mr. Thompson is eligible to receive an annual bonus at the
end of the fiscal year with a target payout of 125% of annual
base salary. We increased Mr. Thompsons target payout
for fiscal year 2006 to maintain his total cash compensation
competitive with the cash compensation of chief executive
officers of peer companies and to increase the percentage of his
incentive compensation relative to total cash compensation.
|
|
|
Stock Options Granted to the CEO in Fiscal Year
2005 |
The Committee, as part of its annual review of executive
compensation, reviews the number of vested and unvested options
held by our CEO and makes stock option grants to provide
appropriate incentives to him to continue his employment with us
and to strive to increase stockholder value. In the fiscal year
2004, we elected not to award an option grant to
Mr. Thompson because previous grants to Mr. Thompson
were achieving the objective of retention and aligning
stockholder interests. In fiscal year 2005, the Committee, after
reviewing the number of vested and unvested options held by
Mr. Thompson and the relative retention value of these
options, granted to Mr. Thompson a stock option to acquire
500,000 shares of Symantec common stock.
21
|
|
|
Tax Law Limits on Executive Compensation |
Under Section 162(m) of the Internal Revenue Code, we may
not receive a federal income tax deduction for compensation paid
to the CEO and the next four most highly compensated executive
officers to the extent that any of these persons receives more
than $1,000,000 in compensation in any one year. Symantecs
Senior Executive Incentive Plan, 1996 Equity Incentive Plan and
2004 Equity Incentive Plan permit Symantec to pay compensation
that is performance-based and thus fully
tax-deductible by Symantec. We currently intend to continue
optimize Symantecs tax deduction for executive
compensation to the extent we determine that it is in the best
interests of Symantec and its stockholders. All of the stock
options granted to the executive officers under Symantecs
1996 Equity Incentive Plan and 2004 Equity Incentive Plan
qualify under Section 162(m) as performance-based
compensation. Deductibility is not the sole factor used by the
Committee in ascertaining appropriate levels or manner of
compensation and corporate objectives may not necessarily align
with the requirements for full deductibility under
Section 162(m). Accordingly, we may enter into compensation
arrangements under which payments are not deductible under
Section 162(m). For example, certain payments under our
incentive plans and compensation resulting from stock awards to
Mr. Myers in fiscal year 2005 and to Mr. Thompson
prior to the adoption of the shareholder approved incentive plan
may not be deductible under Section 162(m).
|
|
|
Stock Ownership Guidelines |
The Board has adopted stock ownership guidelines to more closely
align the interests of our directors and executives with those
of our stockholders. The current ownership guidelines require
that all directors receive not less than 50% of their retainers
for board service in the form of Symantec common stock, and all
executive officers acquire at least 40,000 shares of
Symantec common stock through stock option exercises and
purchases under our equity incentive and stock purchase plans.
We have reviewed the components of compensation paid to each of
our executive officers in fiscal year 2005. Based on this
review, we find such compensation to be appropriate.
|
|
|
By: The Compensation Committee of the Board of Directors: |
|
|
Daniel H. Schulman (Chairman) |
|
Michael Brown* |
|
William T. Coleman |
|
David L. Mahoney |
Date: July 19, 2005
|
|
* |
Member of the Compensation Committee since July 2, 2005. |
|
|
|
Compensation Committee Interlocks and Insider
Participation |
Symantecs Compensation Committee currently consists of
Messrs. Schulman, Brown, Coleman and Mahoney. From May 2003
to March 2004 the Compensation Committee consisted of
Messrs. Mahoney, Reyes and Schulman and former directors
Messrs. Owens and Halvorsen. In March and May of 2004,
former directors Messrs. Owens and Halvorsen stepped down
from the Compensation Committee, and in April 2004 former
director Mr. Lion was appointed to the Compensation
Committee. In July 2005, Mr. Reyes and former directors
Mr. Lion and Ms. Amochaev stepped down from the
Compensation Committee and Messrs. Brown and Coleman were
appointed to the Compensation Committee. None of the members of
Symantecs Compensation Committee in fiscal year 2005 has
ever been an officer or employee of Symantec or any of its
subsidiaries, and none have any Related Transaction
relationships with Symantec of the type that is 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
22
entity that has one or more executive officers who served on
Symantecs Board of Directors or Compensation Committee
during fiscal year 2005.
|
|
|
Summary of Cash and Certain Other Compensation |
The following table sets forth all compensation awarded, earned
or paid for services rendered in all capacities to Symantec and
its subsidiaries during each of the fiscal years ended on or
about March 31, 2005, 2004 and 2003 by Symantecs
Chief Executive Officer and Symantecs four most highly
compensated executive officers, other than the Chief Executive
Officer, who were serving as executive officers at the end of
the fiscal year ended April 1, 2005. This information
includes the dollar values of base salaries, bonus awards, the
number of stock options granted and certain other compensation,
as applicable, whether paid or deferred. Symantec does not grant
stock appreciation rights and has no other long-term
compensation benefits except for those mentioned in the tables
below. The numbers of shares underlying stock options reflect
the two-for-one stock splits effected as stock dividends on
November 19, 2003 and November 30, 2004.
Summary Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long Term | |
|
|
Annual Compensation | |
|
Compensation Awards | |
|
|
| |
|
| |
|
|
|
|
Other | |
|
Restricted | |
|
Securities | |
|
All | |
|
|
|
|
Annual | |
|
Stock | |
|
Underlying | |
|
Other | |
|
|
|
|
Salary | |
|
Bonus | |
|
Compensation | |
|
Award(s) | |
|
Options | |
|
Compensation | |
Name and Principal Position |
|
Year | |
|
($) | |
|
($) | |
|
($)(1) | |
|
($) | |
|
(#) | |
|
($)(2) | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
John W. Thompson
|
|
|
2005 |
|
|
|
800,000 |
|
|
|
1,680,000 |
|
|
|
282,555 |
(3) |
|
|
|
|
|
|
500,000 |
|
|
|
6,875 |
|
|
Chairman of the Board of |
|
|
2004 |
|
|
|
750,000 |
|
|
|
1,762,500 |
|
|
|
195,144 |
(4) |
|
|
|
|
|
|
|
|
|
|
6,803 |
|
|
Directors and Chief Executive |
|
|
2003 |
|
|
|
750,000 |
|
|
|
2,017,500 |
|
|
|
239,845 |
(5) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Officer |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
John G. Schwarz
|
|
|
2005 |
|
|
|
525,000 |
|
|
|
882,000 |
|
|
|
* |
|
|
|
|
|
|
|
150,000 |
|
|
|
6,451 |
|
|
President |
|
|
2004 |
|
|
|
500,000 |
|
|
|
881,250 |
|
|
|
* |
|
|
|
|
|
|
|
300,000 |
|
|
|
7,266 |
|
|
|
|
|
2003 |
|
|
|
450,000 |
|
|
|
772,200 |
|
|
|
97,775 |
(6) |
|
|
|
|
|
|
300,000 |
|
|
|
|
|
Gregory E. Myers
|
|
|
2005 |
|
|
|
400,000 |
|
|
|
504,000 |
|
|
|
66,935 |
(7) |
|
|
4,265,000 |
(8) |
|
|
100,000 |
|
|
|
6,688 |
|
|
Chief Financial Officer, |
|
|
2004 |
|
|
|
375,000 |
|
|
|
528,750 |
|
|
|
* |
|
|
|
|
|
|
|
160,000 |
|
|
|
|
|
|
Senior VP of Finance |
|
|
2003 |
|
|
|
340,006 |
|
|
|
472,872 |
|
|
|
52,606 |
(9) |
|
|
|
|
|
|
400,000 |
|
|
|
|
|
Thomas W. Kendra
|
|
|
2005 |
|
|
|
340,000 |
|
|
|
1,034,523 |
|
|
|
82,383 |
(10) |
|
|
|
|
|
|
70,000 |
|
|
|
|
|
|
Senior Vice President, |
|
|
2004 |
|
|
|
70,209 |
(11) |
|
|
398,994 |
|
|
|
* |
|
|
|
|
|
|
|
300,000 |
|
|
|
|
|
|
Worldwide Sales |
|
|
2003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dieter Giesbrecht
|
|
|
2005 |
|
|
|
340,000 |
|
|
|
414,960 |
|
|
|
58,669 |
(12) |
|
|
|
|
|
|
56,000 |
|
|
|
8,440 |
|
|
Senior VP and General |
|
|
2004 |
|
|
|
340,000 |
|
|
|
479,400 |
|
|
|
62,415 |
(13) |
|
|
|
|
|
|
152,000 |
|
|
|
|
|
|
Manager, Enterprise |
|
|
2003 |
|
|
|
330,000 |
|
|
|
450,054 |
|
|
|
155,743 |
(14) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Administration Business Unit |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
Did not exceed the lesser of $50,000 or 10% of the total annual
salary and bonus reported for the named executive officer. |
|
|
|
|
(1) |
Amounts that represent at least 25% of the total amount of Other
Annual Compensation are described separately in the notes below. |
|
|
(2) |
Represents 401(k) matching contributions made by the company. |
|
|
(3) |
Includes $193,257 for incremental costs incurred by the company
in connection with Mr. Thompsons personal use of the
company aircraft. Incremental costs include variable costs
directly related to the personal use of the company aircraft,
such as fuel, hourly usage rates and federal excise taxes. |
|
|
(4) |
Includes $142,902 for incremental costs incurred by the company
in connection with Mr. Thompsons personal use of the
company aircraft. |
23
|
|
|
|
(5) |
Includes $51,450 of interest forgiven in the 2003 fiscal year
and $119,389 for incremental costs incurred by the company in
connection with Mr. Thompsons personal use of the
company aircraft. |
|
|
(6) |
Includes $57,193 of housing rental reimbursement payments in the
2003 fiscal year which includes $19,702 for the reimbursement of
tax liability associated with these payments. |
|
|
(7) |
Includes an auto allowance of $18,000 for the 2005 fiscal year. |
|
|
(8) |
Mr. Myers received a restricted stock award of
200,000 shares on October 20, 2004 which had a fair
market value on that date of $27.68 per share and for which
he paid an aggregate purchase price of $1,000 (representing the
aggregate par value of the shares). As of April 1, 2005,
this restricted stock award had a value of $4,265,000, based on
the fair market value of Symantec common stock on April 1,
2005 of $21.33 per share minus the price paid for such
shares. The restricted stock vests as to 50% of the shares on
October 20, 2005 and as to the remainder on
October 20, 2006, subject to continued employment or
services by Mr. Myers through such dates. |
|
|
(9) |
Includes an auto allowance of $18,000 for the 2003 fiscal year. |
|
|
(10) |
Includes payment of relocation expenses of $35,900 for the 2005
fiscal year. |
|
(11) |
Mr. Kendra joined Symantec in January 2004. |
|
(12) |
Includes an auto allowance of $18,000 for the 2005 fiscal year. |
|
(13) |
Includes an auto allowance of $18,000 and payment of relocation
expenses of $15,030 for the 2004 fiscal year. |
|
(14) |
Includes $91,533 of mortgage assistance in the 2003 fiscal year. |
Stock Options
The following table sets forth further information regarding
individual grants of options to purchase Symantec common stock
during the fiscal year ended April 1, 2005 to each of the
executive officers named in the Summary Compensation Table
above. All grants were made pursuant to the 1996 Plan, with an
exercise price equal to the fair market value of Symantec common
stock on the date of grant. Generally, 25% of the original grant
becomes exercisable upon the first anniversary of the grant,
with the remainder vesting pro rata on a monthly basis over the
three years thereafter. Options lapse after ten years or, if
earlier, 3 months after termination of employment. The
percentage of total options granted is based on an aggregate of
13,040,998 options granted to employees in the 2005 fiscal year.
The table sets forth the hypothetical gains or option
spreads that would exist for the options at the end of
their respective ten-year terms based on assumed annualized
rates of compound stock price appreciation of 5% and 10% from
the dates the options were granted to the end of the respective
option terms. The 5% and 10% assumed rates of annual compound
stock price appreciation are mandated by rules of the SEC and do
not represent Symantecs estimate or projection of future
Symantec common stock prices. Actual gains, if any, on option
exercises are dependent on the future performance of
Symantecs common stock. There can be no assurances that
the potential realizable values shown in this table will be
achieved.
24
Option Grants in Fiscal Year 2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual Grants | |
|
|
|
|
| |
|
Potential Realizable Value | |
|
|
|
|
% of Total | |
|
|
|
at Assumed Annual Rates of | |
|
|
# of Shares | |
|
Options | |
|
|
|
Stock Price Appreciation for | |
|
|
Underlying | |
|
Granted to | |
|
Exercise | |
|
|
|
Option Term | |
|
|
Options | |
|
Employees In | |
|
Price | |
|
Expiration | |
|
| |
Name |
|
Granted | |
|
Fiscal Year | |
|
($/Share) | |
|
Date | |
|
5% | |
|
10% | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
John W. Thompson
|
|
|
500,000 |
|
|
|
3.8 |
% |
|
$ |
27.68 |
|
|
|
10/20/2014 |
|
|
|
8,703,902 |
|
|
|
22,057,396 |
|
John G. Schwarz
|
|
|
150,000 |
|
|
|
1.2 |
% |
|
$ |
27.68 |
|
|
|
10/20/2014 |
|
|
|
2,611,170 |
|
|
|
6,617,219 |
|
Gregory E. Myers
|
|
|
100,000 |
|
|
|
0.8 |
% |
|
$ |
27.68 |
|
|
|
10/20/2014 |
|
|
|
1,740,780 |
|
|
|
4,411,479 |
|
Thomas W. Kendra
|
|
|
70,000 |
|
|
|
0.5 |
% |
|
$ |
27.68 |
|
|
|
10/20/2014 |
|
|
|
1,218,546 |
|
|
|
3,088,035 |
|
Dieter Giesbrecht
|
|
|
56,000 |
|
|
|
0.4 |
% |
|
$ |
27.68 |
|
|
|
10/20/2014 |
|
|
|
974,837 |
|
|
|
2,470,428 |
|
Option Exercises and Holdings
The following table provides information concerning stock option
exercises by each of the executive officers named in the Summary
Compensation Table above during the fiscal year ended
April 1, 2005 and information concerning unexercised
options held by these officers at the end of the fiscal year.
The value realized represents the difference between the
aggregate fair market value of the shares on the date of
exercise less the aggregate exercise price paid. The value of
unexercised in-the-money options is based on the fair market
value of Symantec common stock on April 1, 2005 of
$21.77 per share, minus the exercise price, multiplied by
the number of shares issuable upon exercise of the option. These
values have not been, and may never be, realized.
Aggregate Option Exercises in Fiscal Year 2005 and
April 1, 2005 Option Values
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares | |
|
|
|
|
|
|
|
|
Underlying Unexercised | |
|
Value of Unexercised | |
|
|
Shares | |
|
|
|
Options at Fiscal Year | |
|
In-The-Money Options at | |
|
|
Acquired | |
|
|
|
End(#) | |
|
Fiscal Year End($) | |
|
|
on | |
|
Value | |
|
| |
|
| |
Name |
|
Exercise (#) | |
|
Realized ($) | |
|
Exercisable | |
|
Unexercisable | |
|
Exercisable | |
|
Unexercisable | |
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
John W. Thompson
|
|
|
2,813,856 |
|
|
|
69,072,655.53 |
|
|
|
5,400,572 |
|
|
|
3,037,500 |
|
|
|
83,853,457 |
|
|
|
34,402,156 |
|
John G. Schwarz
|
|
|
545,008 |
|
|
|
14,000,820.20 |
|
|
|
1,306,488 |
|
|
|
812,504 |
|
|
|
17,265,066 |
|
|
|
7,896,492 |
|
Gregory E. Myers
|
|
|
400,000 |
|
|
|
9,807,043.89 |
|
|
|
207,660 |
|
|
|
467,500 |
|
|
|
2,419,317 |
|
|
|
3,911,631 |
|
Thomas W. Kendra
|
|
|
0 |
|
|
|
0 |
|
|
|
87,499 |
|
|
|
282,501 |
|
|
|
355,683 |
|
|
|
863,817 |
|
Dieter Giesbrecht
|
|
|
614,042 |
|
|
|
15,047,675.84 |
|
|
|
623,514 |
|
|
|
224,128 |
|
|
|
9,062,078 |
|
|
|
1,670,683 |
|
Employment, Severance and Change of Control Agreements
In accordance with an Employment Agreement dated April 11,
1999 between Mr. Thompson and Symantec, the Board granted
Mr. Thompson an initial base salary of $600,000 and agreed
that his base salary will be reviewed on an annual basis by the
Committee (and may be increased from time to time in the
discretion of the Board), but in no event will be reduced below
$600,000 during Mr. Thompsons term of employment with
the company. Pursuant to the agreement, Mr. Thompson was
granted stock options to acquire 8,000,000 shares of
Symantec common stock, which options were subject to vesting
over a five-year period and became fully vested in 2004, and are
exercisable at $1.625 per share. Also pursuant to the
agreement, Mr. Thompson received 800,000 shares of
restricted Symantec common stock for a purchase price equal to
$1,000, or $0.00125 per share (the split-adjusted par value
of the common stock). These shares of restricted stock were
subject to reverse vesting over a two-year period, and were
fully vested in April 2001. In the event Mr. Thompson
resigns with 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 twice his annual base salary, the
vesting of his outstanding options will be accelerated by two
years and the payment of COBRA premiums for the maximum period
permitted by law. If the termination occurs within a year of a
change of control, the outstanding options will accelerate in
full.
25
On December 26, 2001, Symantec entered into a letter
agreement with John Schwarz, President and Chief Operating
Officer, outlining the terms and conditions of
Mr. Schwarzs future employment with the company.
Under the terms of the letter agreement, Mr. Schwarz was
awarded a base salary of $450,000, and a bonus with a target
payout of 75% of Mr. Schwarzs base salary (based on
company and individual performance). Mr. Schwarzs
base salary may be reviewed on an annual basis by the
Compensation Committee following a focal review. If
Mr. Schwarz is terminated without cause (as defined in the
letter agreement), he will be entitled to a severance payment in
the amount of 12 months of his base salary at the time of
termination, net of tax withholding. Mr. Schwarz is also
eligible to participate in the companys standard executive
benefit and compensation plans and will receive a monthly car
allowance. Under the terms of the letter agreement,
Mr. Schwarz also received options to
purchase 1,000,000 shares of Symantec common stock
which vest over a four-year period and are exercisable at the
fair market value of the date of the grant.
In January 2001, the Board of Directors approved the 2001
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. Under the terms of the plan,
the vesting of all options granted to the companys
Section 16 officers and certain other executives would
accelerate in full upon a change of control of the company (as
defined in the plan) followed by termination without cause or
constructive termination by the acquirer within 12 months
after the acquisition.
Related Party Transactions
Symantec has adopted a relocation program to assist senior
managers required to relocate in connection with their
employment duties. Under this program, a relocation company
typically purchases the former residence from the relocating
senior manager and arranges for a buyer to purchase the
home in practice this may occur immediately after
the purchase. In the event that the residence is sold by the
relocation company at a loss, or if the residence cannot be
sold, Symantec is responsible for compensating the relocation
company for the differential. Pursuant to that program, in March
2003, Symantec engaged the services of a relocation company to
purchase and sell the former residence of John G. Schwarz,
President, on behalf of Symantec. The relocation company
purchased the home from Mr. Schwarz in June 2003 and
realized a loss of $27,500 on the subsequent repurchase, which
amount was covered by Symantec. In February 2004, Symantec
engaged the services of the relocation company in connection
with the June 2004 sale of the former residence of Thomas W.
Kendra, Senior Vice President, Worldwide Sales. The relocation
company assisted in the sale of Mr. Kendras home to a
third party, which did not result in any gain or loss to
Symantec.
Symantec has adopted provisions in its certificate of
incorporation and by-laws that limit the liability of its
directors and provide for indemnification of its officers and
directors to the full extent permitted under Delaware law. Under
Symantecs Certificate of Incorporation, and as permitted
under the Delaware General Corporation Law, directors are not
liable to Symantec or its stockholders for monetary damages
arising from a breach of their fiduciary duty of care as
directors, including such conduct during a merger or tender
offer. In addition, Symantec has entered into separate
indemnification agreements with its directors and officers that
could require Symantec, among other things, to indemnify them
against certain liabilities that may arise by reason of their
status or service as directors or officers. Such provisions do
not, however, affect liability for any breach of a
directors duty of loyalty to Symantec or its stockholders,
liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, liability
for transactions in which the director derived an improper
personal benefit or liability for the payment of a dividend in
violation of Delaware law. Such limitation of liability also
does not limit a directors liability for violation of, or
otherwise relieve Symantec or its directors from the necessity
of complying with, federal or state securities laws or affect
the availability of equitable remedies such as injunctive relief
or rescission.
26
REPORT OF THE AUDIT COMMITTEE
The information contained in the following report of
Symantecs Audit Committee is not considered to be
soliciting material, or 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 in the Marketplace Rules of The Nasdaq
Stock Market, and operates under a written charter which was
most recently amended by the Board on July 19, 2005. The
Audit Committee oversees the companys 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 in the Annual Report
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 the companys independent
auditors, who are responsible for expressing an opinion on the
conformity of those audited financial statements with generally
accepted accounting principles, their judgments as to the
quality, not just the acceptability, of the companys
accounting principles and such other matters as are required to
be discussed with the Audit Committee under Statement on
Auditing Standards No. 61, Communications with Audit
Committees. In addition, the Audit Committee has discussed
with the independent auditors the auditors independence
from management and the company, including the matters in the
written disclosures required by professional standards. The
Audit Committee also reviewed the independence letter from the
independent auditors required by Independence Standards Board
Standard No. 1.
The Audit Committee discussed with the companys internal
and independent auditors the overall scope and plans for their
respective audits. The Audit Committee meets with the internal
and independent auditors, with and without management present,
to discuss the results of their examinations, their evaluations
of the companys internal controls, and the overall quality
of the companys financial reporting.
During the course of fiscal 2005, management completed the
documentation, testing and evaluation of Symantecs system
of internal control over financial reporting in response to the
requirements set forth in Section 404 of the Sarbanes-Oxley
Act of 2002 and related regulations. The Audit Committee was
kept apprised of the progress of the evaluation and provided
oversight and advice to management during the process. In
connection with this oversight, the Audit Committee received
periodic updates provided by management and KPMG at each
regularly scheduled committee meeting. At the conclusion of the
process, management provided the Audit Committee with, and the
Audit Committee reviewed, a report on the effectiveness of our
internal control over financial reporting. The Audit Committee
also received the report of management contained in our Annual
Report on Form 10-K for the fiscal year ended April 1,
2005, as well as KPMGs Report of Independent Registered
Public Accounting Firm included in our Annual Report on
Form 10-K related to its audit of (i) the consolidated
financial statements and financial statement schedule,
(ii) managements assessment of the effectiveness of
the internal control over financial reporting and (iii) the
effectiveness of internal control over financial reporting. The
Audit Committee continues to oversee our efforts related to its
internal control over financial reporting and managements
preparations for the evaluation in fiscal 2006.
In reliance on the reviews and discussions referred to above,
the Audit Committee recommended to the Board of Directors (and
the Board has approved) that the audited financial statements be
included in the Annual Report on Form 10-K for the fiscal
year ended April 1, 2005 for filing with the SEC.
|
|
|
By: The Audit Committee of the Board of Directors: |
|
|
David L. Mahoney |
|
Robert S. Miller |
|
George Reyes (Chairman) |
|
David Roux* |
|
V. Paul Unruh* |
|
|
* |
Member of the Audit Committee since July 2, 2005. |
27
STOCK PRICE PERFORMANCE GRAPHS
The information contained in the following charts entitled
Comparison of Cumulative Total Return is not
considered to be soliciting material, or
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.
COMPARISON OF CUMULATIVE TOTAL RETURN
March 31, 2000 to March 31, 2005
The graph below compares the cumulative total stockholder return
on Symantec common stock from March 31, 2000 to
March 31, 2005 with the cumulative total return on the
S&P 500 Composite Index and the S&P Information
Technology Index over the same period (assuming the investment
of $100 in Symantec common stock and in each of the other
indices on March 31, 2000, and reinvestment of all
dividends, although no dividends other than stock dividends have
been declared on Symantec common stock). The comparisons in the
graph below are based on historical data and are not intended to
forecast the possible future performance of Symantec common
stock.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG SYMANTEC CORPORATION, THE S & P 500
INDEX
AND THE S & P INFORMATION TECHNOLOGY INDEX
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* |
$100 invested on 3/31/00 in stock or index including
reinvestment of dividends. Fiscal year ending March 31. |
Copyright © 2002, Standard & Poors, a
division of The McGraw-Hill Companies, Inc. All rights reserved.
www.researchdatagroup.com/S&P.htm
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3/00 | |
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3/01 | |
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3/02 | |
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3/03 | |
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3/04 | |
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3/05 | |
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Symantec
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100.00 |
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55.66 |
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109.71 |
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104.31 |
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246.52 |
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227.14 |
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S&P 500
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100.00 |
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78.32 |
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78.51 |
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59.07 |
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79.82 |
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85.16 |
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S&P Information Technology
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100.00 |
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38.57 |
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35.71 |
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24.05 |
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34.65 |
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33.78 |
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28
COMPARISON OF CUMULATIVE TOTAL RETURN
June 23, 1989(1) to March 31, 2005
The graph below compares the cumulative total shareholder return
on Symantec common stock from June 23, 1989 (the date of
Symantecs initial public offering) to March 31, 2005
with the cumulative total return on the S&P 500 Composite
Index and the S&P Information Technology Index over the same
period (assuming the investment of $100 in Symantec common stock
and in each of the other indices on June 30, 1989, and
reinvestment of all dividends, although no dividends other than
stock dividends have been declared on Symantec common stock).
Symantec has provided this additional data to provide the
perspective of a longer time period which is consistent with
Symantecs history as a public company. The comparisons in
the graph below are based on historical data and are not
intended to forecast the possible future performance of Symantec
common stock.
COMPARISON OF 16 YEAR CUMULATIVE TOTAL RETURN*
AMONG SYMANTEC CORPORATION, THE S&P 500 INDEX
AND A PEER GROUP
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* |
$100 invested on 6/23/89 in stock or index including
reinvestment of dividends. Fiscal year ended March 31. |
Copyright © 2002, Standard & Poors, a
division of The McGraw-Hill Companies, Inc. All rights reserved.
www.researchdatagroup.com/S&P.htm
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6/89 | |
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3/90 | |
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3/91 | |
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3/92 | |
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3/93 | |
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3/94 | |
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3/95 | |
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3/96 | |
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3/97 | |
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3/98 | |
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3/99 | |
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3/00 | |
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3/01 | |
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3/02 | |
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3/03 | |
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3/04 | |
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3/05 | |
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Symantec Corporation
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100.00 |
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173.91 |
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419.57 |
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743.48 |
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223.91 |
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271.74 |
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400.00 |
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223.91 |
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247.83 |
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468.49 |
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294.57 |
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1,306.52 |
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727.18 |
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1,433.39 |
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1,362.39 |
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3,220.87 |
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2,967.65 |
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S&P 500
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100.00 |
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109.59 |
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125.39 |
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139.23 |
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160.44 |
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162.80 |
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188.15 |
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248.54 |
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297.82 |
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440.76 |
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522.12 |
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615.81 |
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482.32 |
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483.49 |
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363.77 |
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491.53 |
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524.42 |
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S&P Information Technology
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100.00 |
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101.82 |
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119.45 |
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135.49 |
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155.56 |
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182.44 |
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248.57 |
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336.19 |
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465.84 |
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725.03 |
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1,221.07 |
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2,402.43 |
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1,012.97 |
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976.92 |
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663.38 |
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952.33 |
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924.22 |
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(1) |
Symantecs initial public offering was on June 23,
1989. Data is shown beginning June 30, 1989 because data
for cumulative returns on the S&P 500 and the S&P
Information Technology indices are available only at month end. |
29
STOCKHOLDER PROPOSALS
Requirements for Stockholder Proposals to be Brought Before
an Annual Meeting. Symantecs bylaws provide that, for
stockholder nominations to the Board of Directors or other
proposals to be considered at an annual meeting, the stockholder
must have given timely notice thereof in writing to the
Corporate Secretary of the company. To be timely for the 2006
annual meeting, a stockholders notice must be delivered to
or mailed and received by the Corporate Secretary of the company
at the principal executive offices of the company between
June 18, 2006 and July 18, 2006. 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 the companys
2006 Annual Meeting of Stockholders must be received by the
company not later than March 31, 2006 in order to be
considered for inclusion in the companys proxy materials
for that meeting.
OTHER BUSINESS
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.
AVAILABLE INFORMATION
Symantec is subject to the informational requirements of the
Exchange Act and in accordance therewith files reports, proxy
and information statements, and other information with the SEC.
Such reports, proxy and information statements, and other
information filed by Symantec can be inspected and copies at the
public reference facilities maintained by the SEC at
100 F Street, NE, Room 1580, Washington, DC
as well as the regional offices of the SEC located at
175 W. Jackson Boulevard, Suite 900, Chicago,
Illinois, and 233 Broadway, New York, New York.
Copies of such materials can be obtained from the Public
Reference Section of the SEC at 100 F Street, NE,
Room 1580, Washington, DC 20549 at prescribed rates.
Symantecs common stock is listed on the Nasdaq National
Market. Reports and other information concerning Symantec are
available for inspection at the National Association of
Securities Dealers, Inc. at 9513 Key West Avenue,
Rockville, Maryland 20850. The SEC maintains a World Wide Web
site that contains reports, proxy and information statements,
and other information filed through the SECs Electronic
Data Gathering, Analysis and Retrieval System. This Web site can
be accessed at http://www.sec.gov.
Symantec will mail without charge, upon written request, a copy
of Symantecs Annual Report on Form 10-K, as amended,
for fiscal year 2005, including the financial statements,
schedules and list of exhibits, and any exhibit specifically
requested. Requests should be sent to Symantec Corporation,
20330 Stevens Creek Boulevard, Cupertino,
California 95014, Attn: Investor Relations. The annual
report is also available at www.symantec.com.
30
ANNEX A
CHARTER OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
(as amended and restated on July 19, 2005)
A. Purpose:
The Audit Committee (the Committee) is a
standing committee of the Board of Directors (the
Board) of Symantec Corporation (the
Company). The Committees principal
functions are to:
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oversee the Companys accounting and financial reporting
processes and the audits of the Companys financial
statements, including oversight of the Companys systems of
internal controls and disclosure controls and procedures,
compliance with legal and regulatory requirements, internal
audit function and the appointment and compensation of the
Companys independent auditors; |
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review and evaluate the independence and performance of the
Companys independent auditors; and |
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facilitate communication among the Companys independent
auditors, the Companys financial and senior management and
the Board. |
In order to serve these functions, the Committee shall have
unrestricted access to Company personnel and documents,
authority to direct and supervise an investigation into any
matters within the scope of its duties, and authority and
funding to retain such outside counsel, experts and other
advisors as it determines to be necessary to carry out its
responsibilities.
B. Membership:
The Committee shall be composed of at least three members of the
Board, with the exact number being determined by the Board. Each
member of the Committee shall be independent as
defined by the rules and regulations of The Nasdaq Stock Market,
as amended from time to time (the Nasdaq Rules),
except as otherwise permitted by the Nasdaq Rules. Each member
of the Committee shall also meet the independence requirements
for audit committee members specified by the rules and
regulations of the Securities and Exchange Commission
(SEC), as amended from time to time. Each member of
the Committee shall have the ability to read and understand
fundamental financial statements (or become able to do so within
a reasonable time after joining the Committee) and at least one
member shall have prior experience in finance or accounting,
requisite professional certification in accounting, or any other
comparable experience or background which results in the
individuals financial sophistication, including being or
having been a chief executive officer, chief financial officer
or other senior officer with financial oversight
responsibilities, as required by the Nasdaq Rules. At least one
member of the Committee shall be an audit committee
financial expert as defined by the applicable SEC rules.
Committee members shall be free from any relationship that, in
the opinion of the Board, would interfere with the exercise of
independent judgment as an audit committee member. No member
shall have participated in the preparation of the financial
statements of the Company or any current subsidiary at any time
during the most recent three years. All members shall be
appointed by and serve at the pleasure of the Board.
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C. |
Authority and Responsibilities: |
In meeting its responsibilities, the Committee is expected to:
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1. Review the Companys quarterly and annual financial
statements, including any report or opinion by the independent
auditors, prior to distribution to the public or filing with the
SEC. |
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2. Review the Managements Discussion and Analysis
section of the Companys Forms 10-Q and 10-K prior to
filing with the SEC and discuss with management and the
independent auditors. |
A-1
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3. In connection with the Committees review of the
annual financial statements: |
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Discuss with the independent auditors and management the
completeness and accuracy of the financial statements and the
results of the independent auditors audit of the financial
statements. |
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Discuss any items required to be communicated by the independent
auditors in accordance with SAS No. 61. These discussions
should include the independent auditors judgments about
the quality and appropriateness of the Companys accounting
principles, the reasonableness of significant judgments, the
clarity of the disclosures in the Companys financial
statements and any significant difficulties encountered during
the course of the audit, including any restrictions on the scope
of work or access to required information. |
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4. Recommend to the Board whether the annual financial
statements should be included in the annual Report on
Form 10-K based on (i) the Committees review and
discussion with management of the annual financial statements,
(ii) the Committees discussion with the independent
auditors of the matters required to be discussed under SAS
No. 61, and (iii) the Committees review and
discussion with the independent auditors of the independent
auditors independence and the written disclosures and
letter from the independent auditors required by Independence
Standards Board Standard No. 1. |
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5. In connection with the Committees review of the
quarterly financial statements: |
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Discuss with the independent auditors and management the results
of the independent auditors SAS 100 review of the
quarterly financial statements. |
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Discuss significant issues, events and transactions and any
significant changes regarding accounting principles, practices,
judgments or estimates with management and the independent
auditors, including any significant disagreements among
management and the independent auditors. |
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6. In connection with the Committees review of the
quarterly and annual financial statements, discuss with
management and the independent auditors the Companys
selection, application and disclosure of critical accounting
policies, any significant changes in the Companys
accounting policies and any proposed changes in accounting or
financial reporting that may have a significant impact on the
Company. |
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7. Discuss any comments or recommendations of the
independent auditors or financial reporting that may have a
significant impact on the Company. |
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8. Discuss with independent auditors and management the
adequacy and effectiveness of the Companys accounting and
financial reporting processes, including disclosure controls and
procedures, systems of internal control over financial reporting
and the adequacy of the system of reporting to the audit
committee. |
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9. Review reports prepared by management assessing the
adequacy and effectiveness of the Companys disclosure
controls and procedures and internal control over financial
reporting prior to the inclusion of such reports in the
Companys periodic reports. |
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10. Consult with the independent auditors at least once per
quarter out of the presence of management about internal
controls, the completeness and accuracy of the Companys
financial statements and such other matters that the Committee
or the independent auditors desire to discuss privately with the
Committee. |
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11. Review on an annual basis the internal audit function
of the Company, including the independence and authority of its
reporting obligations and the coordination of the Companys
internal audit consultants with the Companys independent
auditors. |
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12. Appoint and, if necessary, terminate any registered
public accounting firm engaged to render an audit report or to
perform other audit, review or attest services for the Company.
The Committee shall have the sole authority to approve the
hiring and firing of the Companys independent auditors and
the independent auditors shall report directly to the Committee. |
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13. Communicate with the Companys independent
auditors about the Companys expectations regarding its
relationship with the independent auditors, including the
independent auditors ultimate |
A-2
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accountability to the Committee, and the ultimate authority and
responsibility of the Committee to select, evaluate and, where
appropriate, replace the independent auditors. |
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14. Review and approve processes and procedures to ensure
the continuing independence of the Companys independent
auditors. These processes shall include obtaining and reviewing,
on at least an annual basis, a letter from the independent
auditors describing all relationships between the independent
auditors and the Company required to be disclosed by
Independence Standards Board Standard No. 1, reviewing the
nature and scope of such relationships, discussing the
relationships with the independent auditors and discontinuing
any relationships that the Committee believes could compromise
the independence of the independent auditors. These processes
shall also include consideration of whether fees billed for
information technology services and other non-audit services are
compatible with maintaining the independence of the independent
auditors. |
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15. Review and discuss with the independent auditors the
independent auditors audit plan, including the scope of
audit activities, staffing of the audit and any other matters
required to be discussed by SAS No. 61. |
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16. Pre-approve all audit and permissible non-audit
services to be provided to the Company by the independent
auditors (or subsequently approving non-audit services in those
circumstances where a subsequent approval is permissible) in
accordance with applicable laws and approve the fees and other
significant compensation to be paid to the independent auditors. |
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17. Periodically review legal and regulatory requirements
that may have a significant impact on the Companys
business, financial statements or results of operations. |
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18. Annually prepare a report to the Companys
stockholders for inclusion in the Companys annual proxy
statement as required by the rules and regulations of the SEC. |
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19. Maintain minutes of meetings and periodically report to
the Board on significant matters related to the Committees
responsibilities. |
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20. Review and reassess the adequacy of the
Committees charter on an annual basis, submit the charter
to the Board for review and approval and include a copy of the
charter as an appendix to the Companys proxy statement as
required by the rules and regulations of the SEC. |
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21. Perform any other activities required by applicable
law, rules or regulations, including the rules of the SEC and
any stock exchange or market on which the Companys common
stock is listed, and perform other activities that are
consistent with this charter, the Companys bylaws and
governing laws, as the Committee or the Board deems necessary or
appropriate. |
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22. Develop and maintain processes for the receipt,
retention, and treatment of complaints received by the Company
regarding accounting, internal accounting controls, or auditing
matters, including provisions to allow such complaints to be
submitted by the Companys employees on an anonymous basis. |
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The Committee shall meet at least four times annually, or more
frequently as circumstances dictate. Except as otherwise
provided by the Board, the Committee may from time to time make,
alter or repeal rules for the conduct of its business. In the
absence of such rules, the Committee shall conduct its business
in the same manner as the Board conducts its business pursuant
to the bylaws of the Company. |
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E. |
Communications with Company Personnel |
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The Chief Financial Officer and other employees of the Company
shall communicate with the Chairman of the Committee between
meetings as may be requested by the Chairman. In addition, the
Chief Financial Officer shall promptly apprise the Chairman of
the Committee of any material financial or accounting matters
related to the responsibilities of the Committee as may develop
from time to time. |
A-3
PROXY
SYMANTEC CORPORATION
WORLD HEADQUARTERS
20330 STEVENS CREEK BOULEVARD
CUPERTINO, CALIFORNIA 95014
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 16, 2005
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The
undersigned stockholder(s) appoints John W. Thompson, Gregory E. Myers and Arthur F. Courville, 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 and the single outstanding share of Special Voting Stock of Symantec Corporation (Symantec) that are held of record by the undersigned as of
July 25, 2005, which the undersigned is entitled to vote at the Annual Meeting of Stockholders of
Symantec to be held on September 16, 2005, at Symantec Corporation, World Headquarters, 20330
Stevens Creek Boulevard, Cupertino, California, at 8:00 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 FOR PROPOSALS 1 AND 2, AND IN ACCORDANCE WITH
THE JUDGMENT OF THE PERSONS NAMED AS PROXIES HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY COME
BEFORE THE ANNUAL MEETING.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
SEE REVERSE
SIDE
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[X]
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PLEASE MARK
VOTES AS IN
THIS EXAMPLE. |
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
PROPOSALS 1 AND 2.
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1. |
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To elect ten directors to Symantecs Board of Directors,
each to hold office until the next annual meeting of stockholders and
until his successor is elected and qualified or until his
earlier resignation or removal. |
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NOMINEES: (01) Gary L. Bloom, (02) Michael Brown,
(03) William T. Coleman, (04) David L. Mahoney,
(05) Robert S. Miller, (06) George Reyes,
(07) David Roux, (08) Daniel H. Schulman,
(09) John W. Thompson and (10) V. Paul Unruh |
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FOR
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[ ]
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[ ]
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WITHHELD |
ALL
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FROM ALL |
NOMINEES
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NOMINEES |
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[ ]
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__________________ |
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For all nominees except as noted above |
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FOR
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AGAINST
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ABSTAIN |
2.
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To ratify the
selection of KPMG
LLP as Symantecs
independent auditors
for the 2006 fiscal
year.
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[ ]
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[ ]
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[ ] |
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MARK HERE FOR
ADDRESS CHANGE AND
NOTE AT LEFT
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[ ] |
This Proxy must be signed exactly as your name appears hereon. When shares are held by joint
tenants, both should sign. Attorneys, executors, administrators, trustees and guardians should
indicate their capacities. If the signer is a corporation, please print full corporate name and
indicate capacity of duly authorized officer executing on behalf of the corporation. If the signer
is a partnership, please print full partnership name and indicate capacity of duly authorized
person executing on behalf of the partnership.
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Signature: |
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Date: |
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Signature: |
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Date: |
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