def14a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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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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and identify the filing for which the offsetting fee was paid previously. Identify the
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20330 Stevens Creek Blvd.
Cupertino, California 95014
Dear Stockholder:
You are cordially invited to attend the 2007 Annual Meeting of
Stockholders of Symantec Corporation to be held at
Symantecs World Headquarters, 20330 Stevens Creek
Boulevard, Cupertino, California 95014, on Thursday,
September 13, 2007, at 8:30 a.m. (Pacific time). For
your convenience, we are pleased to offer a live and re-playable
webcast of the annual meeting on our website at
www.symantec.com/invest.
At this years annual meeting, the agenda includes the
annual election of directors, amendment and restatement of our
2000 Director Equity Incentive Plan, ratification of the
selection of KPMG LLP as our independent registered public
accounting firm for the current fiscal year, and one stockholder
proposal, if properly presented at the meeting. The Board of
Directors recommends that you vote FOR the election of
the director nominees, FOR the amendment and restatement
of our 2000 Director Equity Incentive Plan, FOR the
ratification of the selection of KPMG LLP as our independent
registered public accounting firm for the current fiscal year
and AGAINST the stockholder proposal. Please refer to the
proxy statement for detailed information on each of the
proposals and the annual meeting.
All stockholders are cordially invited to attend the annual
meeting in person. If you cannot attend the annual 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.
Each share of stock that you own represents one vote, and your
vote as a stockholder of Symantec is very important. For
questions regarding your stock ownership, you may contact our
transfer agent, Computershare Investor Services, by email
through their website at www.computershare.com/contactus
or by phone at
(877) 282-1168
(within the U.S. and Canada) or
(781) 575-2879
(outside the U.S. and Canada). For questions related to
voting, you may contact Georgeson Shareholder Communications,
Inc., our proxy solicitor, at
(877) 278-6774.
Sincerely yours,
John W. Thompson
Chairman of the Board of Directors and
Chief Executive Officer
20330 Stevens Creek Blvd.
Cupertino, California 95014
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
September 13, 2007
8:30 a.m. Pacific Time
To Our Stockholders:
You are cordially invited to attend our 2007 Annual Meeting of
Stockholders, which will be held at 8:30 a.m. (Pacific
time) on Thursday, September 13, 2007, at Symantec
Corporations World Headquarters, 20330 Stevens Creek
Boulevard, Cupertino, California 95014. For your convenience, we
are pleased to offer a live and re-playable webcast of the
annual meeting at www.symantec.com/invest.
We are holding the annual meeting for the following purposes,
which are more fully described in the proxy statement:
1. To elect nine 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;
2. To approve the amendment and restatement of our
2000 Director Equity Incentive Plan to increase the number
of shares authorized for issuance thereunder from 100,000 to
150,000;
3. To ratify the selection of KPMG LLP as Symantecs
independent registered public accounting firm for the 2008
fiscal year;
4. To consider and vote upon one stockholder proposal, if
properly presented at the meeting; and
5. To transact such other business as may properly come
before the meeting or any adjournment or postponement thereof.
Only stockholders of record as of the close of business on
July 17, 2007 are entitled to notice of and will be
entitled to vote at the annual meeting or any postponements or
adjournment thereof. For 10 days prior to the annual
meeting, a list of stockholders entitled to vote will be
available for inspection at our World Headquarters. If you would
like to view this stockholder list, please call our Investor
Relations department at
(408) 517-8324
to schedule an appointment.
BY ORDER OF THE BOARD OF DIRECTORS
Arthur F. Courville
Executive Vice President, General
Counsel and Secretary
Cupertino, California
July 27, 2007
Every stockholder vote is important. To assure that your
shares are represented at the annual 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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SYMANTEC
CORPORATION
2007 ANNUAL MEETING OF STOCKHOLDERS
PROXY
STATEMENT
Information
About Solicitation and Voting
The accompanying proxy is solicited on behalf of Symantec
Corporations Board of Directors (the
Board) for use at Symantecs 2007 Annual
Meeting of Stockholders, to be held at Symantecs World
Headquarters, 20330 Stevens Creek Boulevard, Cupertino,
California 95014 on Thursday, September 13, 2007, at
8:30 a.m. (Pacific time), and any adjournment or
postponement thereof. The company will provide a live and
re-playable webcast of the 2007 annual meeting, which will be
available on the events section of our investor relations
website at www.symantec.com/invest.
This proxy statement and the accompanying form of proxy are
first being mailed to stockholders of Symantec on or about
August 6, 2007. Our annual report for our 2007 fiscal year
is enclosed with this proxy statement. This proxy statement
contains important information for you to consider when deciding
how to vote on the matters brought before the annual meeting.
Please read it carefully.
About the
Annual Meeting
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Q. 1. |
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What is the purpose of the annual meeting? |
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At our annual meeting, stockholders will act upon the proposals
described in this proxy statement. In addition, management will
report on the performance of Symantec and respond to questions
from stockholders. |
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Q. 2. |
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What proposals are scheduled to be voted on at the
meeting? |
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There are four proposals scheduled for a vote. The proposals are: |
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Proposal No. 1: To elect nine directors to
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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Proposal No. 2: To approve the amendment
and restatement of our 2000 Director Equity Incentive Plan
to increase the number of shares authorized for issuance
thereunder from 100,000 to 150,000.
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Proposal No. 3: To ratify the selection of
KPMG LLP (KPMG) as Symantecs
independent registered public accounting firm for the 2008
fiscal year.
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Proposal No. 4: To consider and vote upon
one stockholder proposal, if properly presented at the meeting.
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Q. 3. |
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What is the recommendation of the Board on each of the
proposals scheduled to be voted on at the meeting? |
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Symantecs Board recommends that you vote FOR each
of the nominees to the Board (Proposal 1), FOR the
amendment and restatement of our 2000 Director Equity
Incentive Plan (Proposal 2) FOR the
ratification of the selection of KPMG as Symantecs
independent registered public accounting firm for the 2008
fiscal year (Proposal 3), and AGAINST the
stockholder proposal (Proposal 4). |
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Who can vote at the meeting? |
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Only holders of record of Symantec common stock at the close of
business on July 17, 2007, the record date, will be
entitled to vote at the annual meeting. At the close of business
on the record date, there were outstanding and entitled to vote
881,873,076 shares of Symantec common stock. |
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Stockholder of Record: Shares Registered in Your
Name |
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If on July 17, 2007, your shares were registered directly
in your name with our transfer agent, Computershare Investor
Services, then you are considered the stockholder of record with
respect to those shares, and these proxy materials are being
sent directly to you by Broadridge ICS on our behalf. As a
stockholder of record, you may vote in person at the meeting or
vote by proxy. Whether or not you plan to attend the meeting, we
urge you to fill out and return the enclosed proxy card. |
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Beneficial Owner: Shares Registered in the Name of a
Broker or Nominee |
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If on July 17, 2007, your shares were held in an account
with a brokerage firm, bank or other nominee, then you are the
beneficial owner of the shares held in street name, and these
proxy materials are being forwarded to you by that organization.
As a beneficial owner, you have the right to direct your nominee
on how to vote the shares held in your account, and it has
enclosed or provided voting instructions for you to use in
directing it on how to vote your shares. However, the
organization that holds your shares is considered the
stockholder of record for purposes of voting at the meeting.
Because you are not the stockholder of record, you may not vote
your shares in person at the meeting unless you request and
obtain a valid proxy from the organization that holds your
shares giving you the right to vote the shares at the meeting. |
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How do I vote? |
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If you are a stockholder of record, you may: |
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vote in person we will provide a ballot
to stockholders who attend the annual meeting and wish to vote
in person;
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vote using the proxy card simply
complete, sign and date the enclosed proxy card and return it
before the meeting in the envelope provided; or
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vote via the Internet or via telephone
in order to do so, please follow the instructions shown on your
proxy card.
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Votes submitted via the Internet or by telephone must be
received by 11:59 p.m., Eastern time, on September 12,
2007. Submitting your proxy, whether by using the enclosed proxy
card or via the Internet or by telephone, will not affect your
right to vote in person should you decide to attend the meeting. |
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If you are a beneficial owner, please refer to your proxy card
or the information forwarded by your bank, broker or other
nominee to see the voting options available to you. |
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You may either vote For all of the nominees to the
Board, or you may withhold your vote from any nominee you
specify. For any other matter to be voted on, you may vote
For or Against or Abstain
from voting. |
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Your vote is important. Whether or not you plan to attend the
meeting, we urge you to vote by proxy to ensure that your vote
is counted. You may still attend the meeting in person if you
have already voted by proxy. |
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How many votes do I have? |
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You are entitled to one vote for each share of Symantec common
stock held as of July 17, 2007, the record date. |
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What is the quorum requirement for the meeting? |
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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. |
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Abstentions (i.e., if you or your broker mark
ABSTAIN on a proxy card) and broker
non-votes will be considered to be shares present at
the meeting for purposes of a quorum. Broker non-votes occur
when |
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shares held by a broker for a beneficial owner are not voted
with respect to a particular proposal and generally occur
because: (1) the broker does not receive voting
instructions from the beneficial owner and (2) the broker
lacks discretionary authority to vote the shares. Banks and
brokers cannot vote on their clients behalf on
non-routine proposals. |
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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. |
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What is the vote required for each proposal? |
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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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Approval of the amendment and restatement of the
2000 Director Equity Incentive
Plan. Approval of the proposal to approve the
amendment and restatement of the 2000 Director Equity
Incentive Plan requires the affirmative vote by holders of at
least a majority of the shares of Symantec common stock entitled
to vote thereon who attend the meeting in person or are
represented at the meeting by proxy. Abstentions will have the
effect of a vote against this proposal, while broker non-votes
will not be taken into account in determining the outcome of the
vote on this proposal.
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Ratification of selection of independent
registered public accounting firm. Approval of
the proposal to ratify the selection by the Audit Committee of
our Board of KPMG as Symantecs independent registered
public accounting firm for the 2008 fiscal year requires the
affirmative vote by holders of at least a majority of the shares
of Symantec common stock entitled to vote thereon who attend the
meeting in person or are represented at the meeting by proxy.
Abstentions will have the effect of a vote against this
proposal, while broker non-votes will not be taken into account
in determining the outcome of the vote on this proposal.
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Stockholder proposal. Approval of
the stockholder proposal requires the affirmative vote by
holders of at least a majority of the shares of Symantec common
stock entitled to vote thereon who attend the meeting in person
or are represented at the meeting by proxy. Abstentions will
have the effect of a vote against this proposal, while broker
non-votes will not be taken into account in determining the
outcome of the vote on this proposal.
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What if I return a proxy card but do not make specific
choices? |
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All proxies will be voted in accordance with the instructions
specified on the proxy card. If you sign your proxy card and
return it without instructions as to how your shares should be
voted on a particular proposal at the meeting, your shares will
be voted in accordance with the recommendations of our Board
stated in Q.3 above. |
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If you do not vote and you hold your shares in street name, and
your broker does not have discretionary power to vote your
shares, your shares may constitute broker non-votes
(described in Q.7 above) and will not be counted in
determining the number of shares necessary for approval of the
proposals. However, shares that constitute broker non-votes will
be counted for the purpose of establishing a quorum for the
meeting. Voting results will be tabulated and certified by the
inspector of elections appointed for the meeting. |
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Who is paying for this proxy solicitation? |
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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 |
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Georgeson a fee equal to $12,000, plus expenses. Our directors,
officers, and other employees, without additional compensation,
may also solicit proxies personally or in writing, by telephone,
e-mail, or
otherwise. Following the original mailing of the proxies and
other soliciting materials, Symantec will request brokers,
custodians, nominees and other record holders to forward copies
of the proxy and other soliciting materials to persons for whom
they hold shares and to request authority for the exercise of
proxies. In such cases, Symantec, upon the request of the record
holders, will reimburse such holders for their reasonable
expenses. If you choose to access the proxy materials and/or
vote over the Internet, you are responsible for any Internet
access charges you may incur. |
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Q. 11. |
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What does it mean if I receive more than one proxy card? |
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A: |
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If you receive more than one proxy card, your shares are
registered in more than one name or are registered in different
accounts. Please complete, sign and return each proxy card to
ensure that all of your shares are voted. |
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Q. 12. |
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How can I change my vote after submitting my proxy? |
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A stockholder who has given a proxy may revoke it at any time
before it is exercised at the meeting by: |
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delivering to the Corporate Secretary of Symantec
(by any means, including facsimile) a written notice stating
that the proxy is revoked;
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signing and so delivering a proxy bearing a later
date; or
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attending the meeting and voting in person (although
attendance at the meeting will not, by itself, revoke a proxy).
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Please note, however, that if your shares are held of record by
a broker, bank or other nominee and you wish to revoke a proxy,
you must contact that firm to revoke any prior voting
instructions. Also, if your shares are held of record by a
broker, bank or other nominee and you wish to vote at the
meeting, you must bring to the meeting a letter from the broker,
bank or other nominee confirming your beneficial ownership of
the shares to be voted. |
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Q. 13. |
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Where can I find the voting results? |
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A: |
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The preliminary voting results will be announced at the annual
meeting and posted on our website at
www.symantec.com/invest. The final results will be
published in our quarterly report on
Form 10-Q
for the second quarter of fiscal year 2008. |
4
CORPORATE
GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE
Symantec is strongly committed to good corporate governance
practices. These practices provide an important framework within
which our Board and management can pursue our strategic
objectives and ensure our long-term vitality for the benefit of
our stockholders.
Corporate
Governance Standards
Corporate governance standards generally specify the
distribution of rights and responsibilities of the board,
management and stockholders, and spell out the rules and
procedures for making decisions on corporate affairs. In
general, the stockholders elect the board and vote on
extraordinary matters; the board is responsible for the general
governance of the company, including selection of key
management; and management is responsible for running the
day-to-day operations of the company.
Our corporate governance standards are available on the Investor
Relations section of our website, which is located at
www.symantec.com/invest, under Company
Charters. These corporate governance standards are
reviewed at least annually by our Nominating and Governance
Committee, and changes are recommended to our Board for approval
as appropriate. The fundamental premise of our corporate
governance standards is the independent nature of our Board and
its responsibility to our stockholders.
Board
Independence
Through its continued listing requirements for companies with
securities listed on the NASDAQ Global Select Market, The NASDAQ
Stock Market (NASDAQ) requires that a
majority of the members of our Board be independent, as defined
under NASDAQs Marketplace Rules. Currently, nine of the
ten members of our Board are independent directors and all
standing committees of the Board are composed entirely of
independent directors, in each case under NASDAQs
independence definition. The NASDAQ independence definition
includes a series of objective tests, such as that the director
is not an employee of the company and has not engaged in various
types of business dealings with the company. In addition, as
further required by NASDAQ rules, the Board has made a
subjective determination as to each independent director that no
relationship exists which, in the opinion of the Board, would
interfere with the exercise of independent judgment in carrying
out the responsibilities of a director. In making these
determinations, the directors reviewed and discussed information
provided by the directors and the company with regard to each
directors business and personal activities as they may
relate to Symantec and our management. Based on this review and
consistent with our independence criteria, the Board has
affirmatively determined that the following directors are
independent: Michael Brown, William T. Coleman, Frank E.
Dangeard, David L. Mahoney, Robert S. Miller, George
Reyes, David J. Roux, Daniel H. Schulman, and V. Paul Unruh.
Board
Structure and Meetings
The Board and its committees meet throughout the year on a set
schedule, and also hold special meetings and act by written
consent from time to time. After each regularly scheduled Board
meeting, the independent members of our Board hold a separate
closed meeting, referred to as an executive session,
which is generally led by the Lead Independent Director. These
executive sessions are used to discuss such topics as the
independent directors deem necessary or appropriate. At least
annually, the independent directors will hold an executive
session to evaluate the Chief Executive Officers
performance and compensation.
The Board held a total of 13 meetings during the fiscal year
ended March 30, 2007. During this time, all directors (with
the exception of Messrs. Reyes and Roux) attended at least
75% of the total number of meetings of the Board (during the
period in which such director served). In addition, all
directors (with the exception of Messrs. Reyes and Roux)
attended at least 75% of the aggregate number of meetings held
by the Board and the total number of meetings held by all
committees of the Board on which such director served (during
the period in which such director served).
Agendas and topics for Board and committee meetings are
developed through discussions between management and members of
the Board and its committees. Information and data that is
important to the issues to be
5
considered are distributed in advance of each meeting. Board
meetings and background materials focus on key strategic,
operational, financial, governance and compliance matters
applicable to us, including the following:
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|
Reviewing annual and longer-term strategic and business plans;
|
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|
Reviewing key product, industry and competitive issues;
|
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Reviewing and determining the independence of our directors;
|
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|
|
Reviewing and determining the qualifications of directors to
serve as members of committees, including the financial
expertise of members of the Audit Committee;
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Selecting and approving director nominees;
|
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|
|
Selecting, evaluating and compensating the Chief Executive
Officer;
|
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|
|
Reviewing and discussing succession planning for the senior
management team, and in many cases through lower management
levels;
|
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|
Reviewing and approving material investments or divestitures,
strategic transactions and other significant transactions that
are not in the ordinary course of business;
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|
Evaluating the performance of the Board;
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|
|
|
Overseeing our compliance with legal requirements and ethical
standards; and
|
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Overseeing our financial results.
|
The Board and its committees are free to engage independent
outside financial, legal and other advisors as they deem
necessary to provide advice and counsel on various topics or
issues, and are provided full access to our officers and
employees.
The Lead Independent Director of the Board is chosen by the
independent directors of the Board, and has the general
responsibility to preside at all meetings of the Board when the
Chairman is not present and executive sessions of the Board
without management present. On April 22, 2003,
Mr. Miller was elected as the Lead Independent Director.
An evaluation of Board operations and performance is conducted
annually by the Nominating and Governance Committee to enhance
Board effectiveness. Changes are recommended by the Nominating
and Governance Committee for approval by the full Board as
appropriate.
Code of
Conduct and Code of Ethics
We have adopted a code of conduct that applies to all Symantec
employees, officers and directors. We have also adopted a code
of ethics for our Chief Executive Officer and senior financial
officers, including our principal financial officer and
principal accounting officer. Our Code of Conduct and
Code of Ethics for Chief Executive Officer and Senior
Financial Officers are posted on the Investor Relations
section of our website, which is located at
www.symantec.com/invest, under Company
Charters. We intend to post or disclose at that location
any amendments to or waivers from, a provision of our Code of
Conduct and Code of Ethics for Chief Executive Officer
and Senior Financial Officers that applies to any of our
executive officers or directors and that relates to any element
of the code of ethics, as defined under Item 406 of
Regulation S-K.
6
BOARD
COMMITTEES AND THEIR FUNCTIONS
There are three primary committees of the Board: the Audit
Committee, Compensation Committee and Nominating and Governance
Committee. The Board has delegated various responsibilities and
authorities to these different committees, as described below
and in the committee charters. The Board committees regularly
report on their activities and actions to the full Board. Each
member of the Audit Committee, Compensation Committee and
Nominating and Governance Committee was appointed by the Board.
Each of the Board committees has a written charter approved by
the Board and available on our website at
www.symantec.com/invest, under Company
Charters.
Audit
Committee
|
|
|
Members: |
|
David L. Mahoney
Robert S. Miller
George Reyes
David J. Roux*
V. Paul Unruh (Chair) |
|
Number of Meetings in Fiscal Year 2007: |
|
10 |
|
Independence: |
|
Each member is an independent director as defined by current
NASDAQ listing standards for Audit Committee membership. |
|
Functions: |
|
To oversee our accounting and financial reporting processes and
the audits of our financial statements, including oversight of
our systems of internal controls and disclosure controls and
procedures, compliance with legal and regulatory requirements,
internal audit function and the appointment and compensation of
our independent registered public accounting firm; |
|
|
|
To review and evaluate the independence and performance of our
independent registered public accounting firm; and |
|
|
|
To facilitate communication among our independent registered
public accounting firm, our financial and senior management and
our Board. |
|
Financial Experts: |
|
Our Board has unanimously determined that all Audit Committee
members are financially literate under current NASDAQ listing
standards, and at least one member has financial sophistication
under NASDAQ listing standards. In addition, our Board has
unanimously determined that George Reyes and V. Paul Unruh each
qualify as an audit committee financial expert under
SEC rules and regulations. Designation as an audit
committee financial expert is an SEC disclosure
requirement and does not impose any additional duties,
obligations or liability on any person so designated than those
generally imposed on members of the Audit Committee and the
Board. |
Compensation
Committee
|
|
|
Members: |
|
Michael Brown
William T. Coleman
David L. Mahoney
Daniel H. Schulman (Chair) |
|
Number of Meetings in Fiscal Year 2007: |
|
6 |
* As described in Proposal No. 1 Election
of Directors, Mr. Roux has not been nominated for
election to the Board and will not serve on the Audit Committee
following the 2007 Annual Meeting.
7
|
|
|
Independence: |
|
Each member is an independent director as defined by current
NASDAQ listing standards. |
|
Functions: |
|
To review and recommend to the independent directors of our
Board all compensation arrangements for our Chief Executive
Officer; |
|
|
|
To review and approve all compensation arrangements for our
other executive officers; |
|
|
|
To review the overall strategy for employee compensation; |
|
|
|
To administer our equity incentive plans; |
|
|
|
To review and recommend to the Board compensation for
non-employee members of the Board; |
|
|
|
To review and discuss with management the companys
disclosures under the caption Compensation Discussion and
Analysis for use in our proxy statements and reports filed
with the SEC; and |
|
|
|
To produce an annual report on executive compensation for use in
our proxy statement. |
Nominating
and Governance Committee
|
|
|
Members: |
|
Michael Brown (Chair)
Frank E. Dangeard
Robert S. Miller
Daniel H. Schulman
V. Paul Unruh |
|
Number of Meetings in Fiscal Year 2007: |
|
4 |
|
Independence: |
|
Each member is an independent director as defined by current
NASDAQ listing standards. |
|
Functions: |
|
To identify, consider and nominate candidates for membership on
our Board; |
|
|
|
To develop, recommend and evaluate corporate governance
standards and a code of business conduct and ethics applicable
to our company; |
|
|
|
To implement and oversee a process for evaluating our Board,
Board committees (including the Nominating and Governance
Committee) and oversee our Boards evaluation of our Chief
Executive Officer; |
|
|
|
To make recommendations regarding the structure and composition
of our Board and Board committees; and |
|
|
|
To advise the Board on corporate governance matters. |
8
DIRECTOR
NOMINATIONS AND COMMUNICATION WITH DIRECTORS
Criteria
for Nomination to the Board
The Nominating and Governance Committee will consider candidates
submitted by Symantec stockholders, as well as candidates
recommended by directors and management, for nomination to the
Board. The goal of the Nominating and Governance Committee is to
assemble a Board that offers a variety of perspectives,
knowledge and skills derived from high-quality business and
professional experience. The Nominating and Governance Committee
annually reviews the appropriate skills and characteristics
required of directors in the context of the current composition
of the Board, our operating requirements and the long-term
interests of our stockholders. The Nominating and Governance
Committee has generally identified nominees based upon
suggestions by outside directors, management and executive
recruiting firms.
Process
for Identifying and Evaluating Nominees
The Nominating and Governance Committee considers candidates by
first evaluating the current members of the Board who intend to
continue in service, balancing the value of continuity of
service with that of obtaining new perspectives, skills and
experience. If the Nominating and Governance Committee
determines that an opening exists, the Committee identifies the
desired skills and experience of a new nominee, including the
need to satisfy rules of the SEC and NASDAQ.
The Nominating and Governance Committee generally will evaluate
each candidate based on the extent to which the candidate
contributes to the range of talent, skill and expertise
appropriate for the Board generally, as well as the
candidates integrity, business acumen, diversity,
availability, independence of thought, and overall ability to
represent the interests of Symantecs stockholders. The
Nominating and Governance Committee does not assign specific
weights to particular criteria, and no particular criterion is
necessarily applicable to all prospective nominees. Although the
Nominating and Governance Committee uses these and other
criteria as appropriate to evaluate potential nominees, the
Committee has no stated minimum criteria for nominees. 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 Symantec and may
do so in the future.
Stockholder
Proposals for Nominees
The Nominating and Governance Committee will consider potential
nominees properly submitted by stockholders. Stockholders
seeking to do so should provide the information and follow the
procedures set forth in our corporate Bylaws regarding director
nomination proposals. The committee will apply the same criteria
as it uses for candidates proposed by stockholders as it does
for candidates proposed by management or other directors.
To be considered for nomination by the Nominating and Governance
Committee at next years annual meeting of stockholders,
submissions by security holders must be submitted by mail and
must be received by the Corporate Secretary no later than
April 8, 2008 to ensure adequate time for meaningful
consideration by the committee. Each submission must include the
following information:
|
|
|
|
|
the full name and address of the candidate;
|
|
|
|
the number of shares of Symantec common stock beneficially owned
by the candidate;
|
|
|
|
a certification that the candidate consents to being named in
the proxy statement and intends to serve on the Board if
elected; and
|
|
|
|
biographical information, including work experience during the
past five years, other board positions, and educational
background, such as is provided with respect to nominees in this
proxy statement.
|
Information regarding requirements that must be followed by a
stockholder who wishes to make a stockholder nomination for
election to the Board of Directors for next years annual
meeting is described in this proxy statement under
Additional Information Stockholder Proposals
for the 2008 Annual Meeting.
9
PROPOSAL NO. 1
ELECTION
OF DIRECTORS
Our Board currently consists of ten directors, nine of whom are
nominated for election at the 2007 annual meeting, including
eight independent directors and one member of our senior
management. Each director is elected to serve a one-year term,
with all directors subject to annual election. At the
recommendation of the Nominating and Governance Committee, the
Board has nominated the following nine persons to serve as
directors for the term beginning at the annual meeting on
September 13, 2007: Michael Brown, William T. Coleman,
Frank E. Dangeard, David L. Mahoney, Robert S. Miller, George
Reyes, Daniel H. Schulman, John W. Thompson and V. Paul Unruh.
Mr. Dangeard was appointed to the Board in January 2007 and
was recommended by the Nominating and Governance Committee after
one of our non-management directors recommended him for its
consideration. David J. Roux, a member of our Board of
Directors since July 2005, has not been nominated for election
at the 2007 annual meeting. The Board thanks Mr. Roux for
his leadership and years of service to Symantec. Effective as of
the opening of the polls at our annual meeting on
September 13, 2007, our authorized number of directors will
be reduced to nine.
Unless proxy cards are otherwise marked, the persons named as
proxies will vote all proxies FOR the election of each
nominee named in this section. Proxies submitted to Symantec
cannot be voted at the 2007 annual meeting for nominees other
than those nominees named in this proxy statement. However, if
any director nominee is unable or unwilling to serve as a
nominee at the time of the annual meeting, the persons named as
proxies may vote for a substitute nominee designated by the
Board. Alternatively, the Board may reduce the size of the
Board. Each nominee has consented to serve as a director if
elected, and the Board does not believe that any nominee will be
unwilling or unable to serve if elected as a director. Each
director will hold office until the next annual meeting of
stockholders and until his successor has been duly elected and
qualified or until his earlier resignation or removal.
Nominees
for Director
The names of each nominee for director, their ages as of
June 30, 2007, and other information about each nominee is
shown below.
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|
|
|
|
|
Director
|
Nominee
|
|
Age
|
|
Principal Occupation
|
|
Since
|
|
John W. Thompson
|
|
|
58
|
|
|
Chairman of the Board of Directors
and Chief Executive Officer
|
|
|
1999
|
|
Michael Brown
|
|
|
48
|
|
|
Director
|
|
|
2005
|
|
William T. Coleman
|
|
|
59
|
|
|
Founder, Chairman of the Board and
Chief Executive Officer, Cassatt Corporation
|
|
|
2003
|
|
Frank E. Dangeard
|
|
|
49
|
|
|
Chairman and Chief Executive
Officer, Thomson S.A.
|
|
|
2007
|
|
David L. Mahoney
|
|
|
53
|
|
|
Director
|
|
|
2003
|
|
Robert S. Miller
|
|
|
65
|
|
|
Executive Chairman, Delphi
Corporation
|
|
|
1994
|
|
George Reyes
|
|
|
53
|
|
|
Chief Financial Officer, Google
Inc.
|
|
|
2000
|
|
Daniel H. Schulman
|
|
|
49
|
|
|
Chief Executive Officer, Virgin
Mobile USA
|
|
|
2000
|
|
V. Paul Unruh
|
|
|
58
|
|
|
Director
|
|
|
2005
|
|
Mr. Thompson has served as Chairman of the Board 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, a global information
technology company, 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.
Mr. Thompson is a member of the board of directors of
Seagate Technology, Inc. and United Parcel Service, Inc.
11
Mr. Brown was appointed to the Board in July 2005
following the acquisition of Veritas Software Corporation.
Mr. Brown had served on the Veritas board of directors
since 2003. Mr. Brown is currently the Chairman of Line 6,
Inc., a provider of musical instruments, amplifiers and audio
gear that incorporate digital signal processing. From 1984 until
September 2002, Mr. Brown held various senior management
positions at Quantum Corporation, most recently as Chief
Executive Officer from 1995 to 2002 and Chairman of the Board
from 1998 to 2003. Mr. Brown is a member of the board of
directors of Quantum Corporation, Nektar Therapeutics and two
private companies.
Mr. Coleman was appointed to the Board in January
2003. Mr. Coleman is a 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.,
an enterprise application and service infrastructure software
provider, where he served as Chairman of the Board from the
companys inception in 1995 until August 2002, Chief
Strategy Officer from October 2001 to August 2002, and Chief
Executive Officer from 1995 to October 2001. Mr. Coleman is
a member of the board of directors of Palm, Inc.
Mr. Dangeard joined Symantecs Board in January
2007. Mr. Dangeard has been the Chairman and Chief
Executive Officer of Thomson S.A., a provider of digital video
technologies, solutions and services, since September 15,
2004. From September 2002 to September 2004, Mr. Dangeard
was Senior Executive Vice President of France Telecom and
non-executive Chairman of Thomson. He joined Thomson in April
1997 as Senior Executive Vice President and became a member of
the Thomson board of directors in March 1999 and was appointed
vice chairman in July 2001. From September 1989 to April 1997,
Mr. Dangeard was managing director of SG
Warburg & Co. Ltd (later SBC Warburg) and from 1995,
he was also chairman of SBC Warburg (France). Prior to that, he
was a lawyer at Sullivan & Cromwell LLP in New York
and London. Mr. Dangeard serves on the board of Electricite
de France. He graduated from the ecole des Hautes Etudes
Commerciales, from the Paris Institut dEtudes Politiques
and from Harvard Law School.
Mr. Mahoney was appointed to the Board in April
2003. Mr. Mahoney previously served as co-Chief Executive
Officer of McKesson HBOC, Inc., a healthcare services company,
and as Chief Executive Officer of iMcKesson LLC, also a
healthcare services company, from July 1999 to February 2001.
Mr. Mahoney is a member of the board of directors of
Corcept Therapeutics Incorporated, Tercica Incorporated and
several non-profit organizations.
Mr. Miller was appointed to the Board in September
1994. Since January 2007, Mr. Miller has served as
Executive Chairman of Delphi Corporation, an auto parts
supplier. From July 2005 until January 2007, Mr. Miller
served as Chairman and Chief Executive Officer of Delphi
Corporation. From January 2004 to June 2006, Mr. Miller was
non-executive Chairman of Federal Mogul Corporation, an auto
parts supplier. From September 2001 until December 2003,
Mr. Miller was Chairman and Chief Executive Officer of
Bethlehem Steel Corporation, a large steel producer.
Mr. Miller is a member of the board of directors of UAL
Corporation and two private companies. Prior to joining
Bethlehem Steel, Mr. Miller served as Chairman and Chief
Executive Officer on an interim basis upon the departure of
Federal-Moguls top executive in September 2000. Delphi
Corporation and certain of its subsidiaries filed voluntary
petitions for reorganization under the United States Bankruptcy
Code in October 2005, and Federal Mogul Corporation and
Bethlehem Steel Corporation and certain of their subsidiaries,
filed voluntary petitions for reorganization under the United
States Bankruptcy Code in October 2001.
Mr. Reyes has been a member of Symantecs Board
since July 2000. Mr. Reyes became the Chief Financial
Officer of Google Inc., an advertising and Internet search
solutions provider, in July 2002. Prior to joining Google, he
served as Interim Chief Financial Officer for ONI Systems
Corporation, an optical networking company, from February 2002
until June 2002. Prior to ONI Systems, Mr. Reyes spent
13 years at Sun Microsystems, Inc., a provider of network
computing products and services, where he served in a number of
finance roles, with his last position as Vice
President Treasurer from April 1999 to September
2001. Mr. Reyes is a member of the board of directors of
BEA Systems, Inc.
Mr. Schulman has been a member of Symantecs
Board since March 2000. Mr. Schulman has served as Chief
Executive Officer of Virgin Mobile USA, a cellular phone service
provider, since August 2001, and also served as a member of the
board of directors of Virgin Mobile USA since October 2001. From
May 2000 until May 2001, Mr. Schulman was President and
Chief Executive Officer of priceline.com Incorporated, an online
travel company, after serving as President and Chief Operating
Officer from July 1999.
12
Mr. Unruh was appointed to the Board in July 2005
following the acquisition of Veritas. Mr. Unruh had served
on Veritas board of directors since 2003. Mr. Unruh
retired as Vice Chairman of the Bechtel Group, Inc., a global
engineering and construction services company, in June 2003.
During his
25-year
tenure with Bechtel, Mr. Unruh held various positions in
management including President of Bechtel Enterprises,
Bechtels finance, development and ownership arm, from July
1997 to January 2001 and Chief Financial Officer from 1992 to
1996. Mr. Unruh is a member of the board of directors of
Move, Inc., Heidrick & Struggles International, Inc.
and two private companies.
Director
Compensation
The following table provides information for fiscal 2007
compensation for all non-employee directors of the company who
served during the last fiscal year:
2007 Director
Compensation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees Earned
|
|
|
|
|
|
|
|
|
|
|
|
|
or Paid in
|
|
|
Stock
|
|
|
Option
|
|
|
|
|
|
|
Cash
|
|
|
Awards
|
|
|
Awards
|
|
|
Total
|
|
Name
|
|
($)(1)
|
|
|
($)(3)
|
|
|
($)(9)(10)
|
|
|
($)
|
|
|
Michael Brown
|
|
|
55,010
|
|
|
|
203,163
|
(4)(5)
|
|
|
29,497
|
|
|
|
287,670
|
|
William Coleman
|
|
|
10,003
|
|
|
|
228,170
|
(4)(6)
|
|
|
328,639
|
|
|
|
566,812
|
|
David Mahoney
|
|
|
45,010
|
|
|
|
203,163
|
(4)(5)
|
|
|
238,271
|
|
|
|
486,444
|
|
Robert Miller
|
|
|
45,003
|
(2)
|
|
|
228,170
|
(4)(6)
|
|
|
232,165
|
|
|
|
505,338
|
|
George Reyes
|
|
|
10,003
|
|
|
|
228,170
|
(4)(6)
|
|
|
232,165
|
|
|
|
470,338
|
|
David Roux
|
|
|
10,003
|
|
|
|
228,170
|
(4)(6)
|
|
|
29,497
|
|
|
|
267,670
|
|
Daniel Schulman
|
|
|
55,010
|
|
|
|
203,163
|
(4)(5)
|
|
|
232,165
|
|
|
|
490,338
|
|
V. Paul Unruh
|
|
|
30,003
|
|
|
|
228,170
|
(4)(6)
|
|
|
29,497
|
|
|
|
287,670
|
|
Frank Dangeard
|
|
|
|
(7)
|
|
|
8,694
|
(8)
|
|
|
|
|
|
|
8,694
|
|
|
|
|
(1) |
|
Amounts shown in this column represent the following annual fees
paid to each director: (a) base retainer fee of $50,000 (of
which at least 50% must be received in the form of Symantec
common stock); (b) fee of $10,000 for each committee
membership; and (c) fee of $10,000 for chairing a committee
of the Board. |
|
(2) |
|
Mr. Miller received an additional annual fee in the amount
of $25,000 for his role as Lead Outside Director. |
|
(3) |
|
Amounts shown in this column reflect (a) the companys
accounting expense for restricted stock unit awards granted to
the non-employee directors (described more specifically in notes
(4) and (8)), and (b) the portion of each non-employee
directors annual retainer received in the form of Symantec
common stock (described more specifically in notes (5) and
(6)). The dollar amount recognized for financial statement
reporting purposes with respect to the 2007 fiscal year for the
fair value of restricted stock units granted to the directors
was determined in accordance with Financial Accounting Standard
No. 123 (revised 2004), Share-Based Payment
(SFAS 123R). Such amounts reflect our
accounting expense for these awards and do not reflect whether
the recipient has actually realized a financial benefit from the
awards (such as by vesting in a restricted stock unit award).
Restricted stock units were not granted to non-employee
directors prior to fiscal 2007. Pursuant to SEC rules, the
amounts shown for restricted stock unit awards exclude the
impact of estimated forfeitures related to service-based vesting
conditions. No stock awards were forfeited by any of our
non-employee directors during fiscal 2007. For additional
information, refer to Note 11 of the financial statements
in our
Form 10-K
for the year ended March 30, 2007, as filed with the SEC. |
|
(4) |
|
Messrs. Brown, Coleman, Mahoney, Miller, Reyes, Roux,
Schulman, and Unruh each received an award of 9,113 restricted
stock units on September 14, 2006, with a per share fair
value of $19.75 and a full grant date fair value of $179,981.75.
As of March 30, 2007, each of these non-employee directors
held 9,113 restricted stock units. |
|
(5) |
|
In lieu of cash, Messrs. Brown, Mahoney, and Schulman each
elected to receive 50% of their annual base retainer of $50,000
in the form of Symantec common stock. Accordingly, pursuant to
the terms of the 2000 Director Equity Incentive Plan, they
were each granted 1,558 shares on April 25, 2006, at a
per share fair |
13
|
|
|
|
|
value of $16.04, and a full fair value of $24,990.32. The
balance of Messrs. Brown, Mahoney, and Schulmans fees
were paid in cash, and these amounts are reported in Fees
Earned or Paid in Cash in the table above. |
|
(6) |
|
In lieu of cash, Messrs. Coleman, Miller, Reyes, Roux, and
Unruh each elected to receive 100% of their annual base retainer
of $50,000 in the form of Symantec common stock. Accordingly,
pursuant to the terms of the 2000 Director Equity Incentive
Plan, they were each granted 3,117 shares on April 25,
2006, at a per share fair value of $16.04, and a full fair value
of $49,996.68. The balance of Messrs. Coleman, Miller,
Reyes, Roux, and Unruhs fees were paid in cash, and these
amounts are reported in Fees Earned or Paid in Cash
in the table above. |
|
(7) |
|
Mr. Dangeard was appointed to the Board on January 23,
2007 and did not receive an annual base retainer for the 2007
fiscal year. |
|
(8) |
|
Because Mr. Dangeard was appointed to the Board after the
beginning of the fiscal year, he received a prorated award of
2,793 restricted stock units on January 24, 2007, with a
per share fair value of $17.48 and a full grant date fair value
of $48,821.64. The value of Mr. Dangeards annual
restricted stock unit award for fiscal 2007 was prorated based
on the 99 days he served on the Board through May 1,
2007, the date of the first regular Board meeting following the
end of the 2007 fiscal year. As of March 30, 2007,
Mr. Dangeard held 2,793 restricted stock units. |
|
(9) |
|
Amounts shown in this column reflect our accounting expense for
these awards and do not reflect whether the recipient has
actually realized a financial benefit from the awards (such as
by exercising stock options). This column represents the dollar
amount recognized for financial statement reporting purposes
with respect to the 2007 fiscal year for the fair value of stock
options granted to the non-employee directors. The fair value
was estimated using the Black-Scholes option pricing model in
accordance with SFAS 123R. Pursuant to SEC rules, the
amounts shown exclude the impact of estimated forfeitures
related to service-based vesting conditions. For additional
information, refer to Note 11 of the financial statements
in our
Form 10-K
for the year ended March 30, 2007, as filed with the SEC. |
|
(10) |
|
In fiscal year 2007, there were no stock options granted to the
non-employee directors listed in the table above. At the 2007
fiscal year-end, our non-employee directors held options to
purchase shares of the companys common stock (from stock
option awards made in prior fiscal years) as follows:
Mr. Brown (175,630), Mr. Coleman (164,000),
Mr. Mahoney (106,000), Mr. Miller (208,000),
Mr. Reyes (240,000), Mr. Roux (242,461),
Mr. Schulman (99,168) and Mr. Unruh (180,630). |
The policy of the Board is that compensation for independent
directors should be a mix of cash and equity-based compensation.
Symantec does not pay employee directors for Board service in
addition to their regular employee compensation. Independent
directors may not receive consulting, advisory or other
compensatory fees from the company. The Compensation Committee,
which consists solely of independent directors, has the primary
responsibility to review and consider any revisions to
directors compensation.
Director Stock Ownership Guidelines: To ensure
that our directors interests are aligned with our
stockholders, the Compensation Committee instituted new stock
ownership guidelines in May 2007. The Committee eliminated the
previous 12 month minimum holding period for equity grants,
making the new guidelines as follows:
|
|
|
|
|
Directors must maintain a minimum holding of 10,000 shares
of company stock;
|
|
|
|
New directors will have 3 years to reach the minimum holding
level; and
|
|
|
|
Notwithstanding the foregoing, directors may sell enough shares
to cover their income tax liability on vested grants.
|
Annual Fees: In accordance with the
recommendation of the Compensation Committee, the Board
determined the non-employee directors compensation for
fiscal 2007 as follows:
|
|
|
|
|
$50,000 annual cash retainer
|
|
|
|
$10,000 annual fee for committee membership
|
|
|
|
$10,000 annual fee for chairing a committee of the Board
|
|
|
|
$25,000 annual fee for the Lead Independent Director
|
14
The payment of the annual cash retainer is subject to the terms
of the 2000 Director Equity Incentive Plan, as amended,
which requires that at least 50% of the annual retainer be paid
in the form of unrestricted, fully-vested shares of Symantec
common stock. The company pays the annual retainer and any
additional annual payment to each director at the beginning of
the fiscal year. Directors who join the company during the first
six months of the fiscal year receive a prorated payment.
Effective for fiscal 2008, the Compensation Committee
recommended, and the Board approved, an increase in the annual
cash retainer for audit committee membership to $15,000 and the
annual cash retainer for chairing the audit committee to $20,000.
Annual Equity Awards. Beginning in fiscal 2007
each non-employee member of the Board receives an annual award
of Symantec restricted stock units having a fair market value on
the grant date equal to $180,000, with this value prorated for
new non-employee directors from the date of such directors
appointment to our Board to the date of the first Board meeting
in the following fiscal year. The restricted stock unit awards
granted in fiscal 2007 were granted in September 2006, following
our annual meeting, and vested in full on April 1, 2007,
except for the grant to Mr. Dangeard which was made on
January 24, 2007 upon his appointment to the Board and will
vest in full on January 24, 2008. The restricted stock unit
awards granted for fiscal 2008 were granted on May 2, 2007
and will vest in full in one year from the date of grant.
Beginning in fiscal 2007, we no longer make annual option grants
to our directors. Option grants made to our non-employee
directors in fiscal 2006 and prior years were subject to a
four-year vesting schedule. In the event of a merger or
consolidation in which Symantec is not the surviving corporation
or another similar change in control transaction involving
Symantec, all unvested stock option and restricted stock unit
awards made to non-employee directors under the programs
described above will accelerate and shall vest in full.
Symantec stock ownership information for each of our directors
is shown under the heading Security Ownership of Certain
Beneficial Owners and Management in this proxy statement.
THE BOARD RECOMMENDS A VOTE FOR ELECTION
OF
EACH OF THE NINE NOMINATED DIRECTORS.
15
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 March 30, 2007:
|
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|
|
|
|
|
|
|
|
|
|
|
|
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))
|
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|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
Equity compensation plans approved
by security holders
|
|
|
71,466,455
|
|
|
$
|
15.89
|
|
|
|
66,604,071
|
(1)
|
Equity compensation plans not
approved by security holders
|
|
|
1,409,887
|
(2)(3)
|
|
$
|
6.38
|
|
|
|
0
|
|
Total
|
|
|
72,876,342
|
|
|
$
|
15.07
|
|
|
|
66,604,071
|
|
|
|
|
(1) |
|
Represents 14,175,771 shares remaining available for future
issuance under Symantecs 1998 Employee Stock Purchase
Plan, 209,599 shares remaining available for future
issuance under Symantecs 2002 Executive Officers
Stock Purchase Plan, 21,273 shares remaining available for
future issuance under Symantecs 2000 Director Equity
Incentive Plan and 52,197,428 shares remaining available
for future issuance as stock options under Symantecs 2004
Equity Incentive Plan. |
|
(2) |
|
Excludes outstanding options to acquire 36,672,316 shares
as of March 30, 2007 that were assumed as part of the
companys acquisition of Veritas Software Corporation on
July 2, 2005. Also excludes 717,768 outstanding options as
of March 30, 2007 that were assumed as part of other
acquisitions. The weighted average exercise price of these
assumed outstanding options was $21.99 as of March 30,
2007. 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. |
|
(3) |
|
Represents 1,304,551 outstanding options to purchase shares
under Symantecs 2001 Non-Qualified Equity Incentive Plan
and 105,336 options outstanding under Symantecs 1999
Acquisition Plan. As noted below, the 2001 Non-Qualified Equity
Incentive Plan was terminated in September 2004 in connection
with the adoption of the Symantec 2004 Equity Incentive Plan. As
noted below, the 1999 Acquisition Plan was terminated in October
2005. |
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 March 30, 2007, options
to purchase 1,304,551 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):
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|
Vesting and Exercisability: Options and
restricted shares become vested and exercisable, as applicable,
within such periods, or upon such events, as determined by the
Compensation Committee in its discretion and as set forth in the
related stock option or restricted stock agreement. To date, as
a matter of practice, options under the plan have generally been
subject to a four-year vesting period. Options terminate ten
years or less from the date of grant.
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|
|
|
Exercise Price: The exercise price of each
option granted was not less than 100% of the fair market value
of the shares of common stock on the date of the grant.
|
16
|
|
|
|
|
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, 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.
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.
Term and Amendment of the Plan. The plan was
terminated by the Board on October 18, 2005, except that
outstanding options granted thereunder will remain in place for
the term of such options.
17
PROPOSAL NO. 2
AMENDMENT
AND RESTATEMENT OF 2000 DIRECTOR EQUITY INCENTIVE PLAN
At the meeting, Symantecs stockholders will be asked to
consider and vote upon a proposal to amend and restate
Symantecs 2000 Director Equity Incentive Plan, as
amended (the Director Plan), to increase the
number of shares reserved for issuance thereunder by
50,000 shares, which would increase the total number of
shares reserved for issuance under the Director Plan from
100,000 to 150,000. Each non-employee member of our Board has an
interest in Proposal No. 2 since each such director is
eligible to participate in the Director Plan.
Amendment
to Increase Shares Available for Issuance Under Director
Plan
The Board believes that the amendment to increase the shares of
Symantec common stock available for issuance under the Director
Plan is in the best interests of Symantec and its stockholders.
The purpose of the Director Plan is to provide our non-employee
members of the Board with an opportunity to receive all or a
portion of the base retainer payable to such directors in the
form of common stock of the company and thus provide directors
with a means to acquire an equity interest in the company. By
providing the directors with an incentive based on increases in
the value of the companys stock, the directors
interests are more closely aligned with the interests of the
stockholders. The amount of the base retainer payable to members
of the Board is currently set at $50,000 per year.
Currently, there are a total of 100,000 shares of
Symantecs common stock reserved for issuance under the
Director Plan. As of June 30, 2007, a total of
95,551 shares had been issued under the Director Plan to
17 persons, leaving 4,449 shares reserved for future
issuance. During fiscal year 2007, 20,259 shares were
issued to eligible directors under the Director Plan. As
discussed under the Directors Compensation
section of this proxy statement, not less than 50% of each
directors annual retainer is paid in the form of Symantec
common stock. Without the additional 50,000 shares that are
the subject of this proposal, it is likely that there will not
be sufficient shares available under the Director Plan to comply
with this company policy.
Summary
of the 2000 Director Equity Incentive Plan
The following summary of the principal provisions of the
Director Plan, as proposed for approval, is qualified in its
entirety by reference to the full text of the Director Plan,
which is included as Annex A to this proxy statement.
General. The Director Plan was adopted by the
Board on July 20, 2000 and approved by Symantecs
stockholders in September 2000. The Director Plan was amended by
the Board on July 20, 2004 to reflect the increase in the
annual retainer from $25,000 to $50,000. The increase became
effective as of April 3, 2004. On September 15, 2004,
Symantecs shareholders approved amendments to the Director
Plan to (i) increase the number of shares reserved for
issuance thereunder by 50,000 shares (on a split-adjusted
basis), which would increase the total number of shares reserved
for issuance under the Director Plan from 50,000 to 100,000 (on
a split-adjusted basis), and (ii) provide for a
proportionate adjustment to the shares subject to the Director
Plan upon any stock dividend, stock split or similar change in
Symantecs capital structure. The purpose of the Director
Plan is to provide members of the Board of Directors with an
opportunity to receive all or a portion of the retainer payable
to each director in common stock and thus provide directors of
Symantec with a means to acquire an equity interest in Symantec
and incentives based on increases in the value of
Symantecs common stock.
Administration. The Director Plan permits
either the Board or a committee appointed by the Board to
administer the Director Plan (in either case, the
Administrator). The Administrator has the
authority to construe and interpret the Director Plan and the
Administrator will ratify and approve all stock to directors
under the Director Plan. Currently the Compensation Committee
administrates the Director Plan.
Issuance of Stock. The Director Plan provides
that each director may elect to receive up to 100% of the
directors annual retainer in the form of Stock (defined
below). Not less than 50% of the annual retainer will be paid in
the form of an award of unrestricted, fully-vested shares of
Symantec common stock (the Stock). Before the
first meeting of the Board held in each fiscal year (the
First Meeting), each director is required to
specify the percentage, from 50% to 100%, of the retainer that
is to be paid in Stock. If no election is made by a director,
the director is deemed to have elected to receive 50% of the
retainer in the form of Stock. The number of shares of Stock
18
to be issued annually to each director will equal the portion of
the retainer for each year which a director elects to be paid in
Stock, divided by the closing price of the Symantec common stock
on the Nasdaq Global Select Market on the day immediately
preceding the First Meeting. The shares are issued to the
directors promptly following the First Meeting. Each director
who is newly appointed to the Board during the first half of the
Companys fiscal year is entitled to receive a pro rata
portion of the retainer for the current fiscal year (based on
the number of days remaining in such fiscal year, divided by
365 days). At the first Board meeting the newly appointed
director is eligible to attend, the director is required to
specify the percentage, from 50% to 100%, of the retainer that
is to be paid in stock
Stock Reserved for Issuance. The Stock
reserved for issuance under the Director Plan consists of
authorized but unissued shares of Symantec common stock.
Assuming the stockholders of the company approve the proposed
amendments to the Director Plan, the aggregate number of shares
of Stock that may be issued under the Director Plan is 150,000,
which number will be proportionately adjusted upon any stock
dividend, stock split or similar change in the companys
capital structure.
Amendment and Termination of the Director
Plan. The Board may amend, alter, suspend or
discontinue the Director Plan at any time; provided, that no
amendment which increases the number of shares of Stock issuable
under the Director Plan shall be effective unless and until such
increase is approved by the stockholders of the company.
Federal
Income Tax Information
THE FOLLOWING IS A GENERAL SUMMARY AS OF THE DATE OF THIS PROXY
STATEMENT OF THE U.S. FEDERAL INCOME TAX CONSEQUENCES TO
DIRECTORS ASSOCIATED WITH STOCK ISSUED UNDER THE DIRECTOR PLAN.
A director will recognize taxable income at the time Stock is
issued under the Director Plan equal to the fair market value of
the Stock issued to the director. This amount must be treated as
ordinary income and may be subject to income tax withholding by
Symantec. Upon resale of the shares by a director, any
subsequent appreciation or depreciation in the value of the
Stock will be treated as long-term or short-term capital gain or
loss.
New Plan
Benefits
Because the amount of Stock issued to directors under the
Director Plan will depend on the portion of the retainer each
director elects to have paid in the form of Stock and on the
fair market value of Symantecs common stock at future
dates, it is not possible to determine the benefits that will be
received by Symantecs directors under the Director Plan.
The following table summarizes the benefits that were received
by all current directors who are not executive officers, as a
group, in the 2007 fiscal year.
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|
|
|
|
Name and Position
|
|
Number of Shares
|
|
|
Non-Executive Director Group
(8 persons)
|
|
|
20,259
|
|
THE BOARD
RECOMMENDS A VOTE FOR APPROVAL OF
PROPOSAL NO. 2
19
PROPOSAL NO. 3
RATIFICATION
OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
The Audit Committee has selected KPMG as Symantecs
principal independent registered public accounting firm to
perform the audit of Symantecs consolidated financial
statements for fiscal year 2008. 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 registered public accounting
firm.
The Audit Committee first approved KPMG as the companys
independent auditors in September 2002, and KPMG audited
Symantecs financial statements for Symantecs 2007
fiscal year. Representatives of KPMG are expected to be present
at the meeting, in which case they will be given an opportunity
to make a statement at the meeting if they desire to do so, and
will be available to respond to appropriate questions.
Principal
Accountant Fees and Services
The company regularly reviews the services and fees from its
independent registered public accounting firm. These services
and fees are also reviewed with the Audit Committee annually. In
accordance with standard policy, KPMG periodically rotates the
individuals who are responsible for the companys audit.
Symantecs Audit Committee has determined that the
providing of certain non-audit services, as described below, is
compatible with maintaining the independence of KPMG.
In addition to performing the audit of the companys
consolidated financial statements, KPMG provided various other
services during fiscal years 2007 and 2006. 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 2007 and 2006 for each of the following
categories of services are as follows:
|
|
|
|
|
|
|
|
|
Fees Billed to Symantec
|
|
2007
|
|
|
2006
|
|
|
Audit fees(1)
|
|
$
|
9,837,445
|
|
|
$
|
10,982,964
|
|
Audit-related fees(2)
|
|
|
0
|
|
|
|
0
|
|
Tax fees(3)
|
|
|
625,605
|
|
|
|
654,437
|
|
All other fees(4)
|
|
|
0
|
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
Total fees
|
|
$
|
10,463,050
|
|
|
$
|
11,637,401
|
|
|
|
|
|
|
|
|
|
|
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 2007 and 2006 fiscal years, these categories
include in particular the following components:
(1) Audit fees include fees for audit
services principally related to the year-end examination and the
quarterly reviews of Symantecs consolidated financial
statements, consultation on matters that arise during a review
or audit, review of SEC filings, audit services performed in
connection with Symantecs acquisitions and statutory audit
fees.
(2) Audit related fees include fees
which are for assurance and related services other than those
included in Audit fees.
(3) Tax fees include fees for tax
compliance and advice.
(4) All other fees include fees for all
other non-audit services, principally for services in relation
to certain information technology audits.
An accounting firm other than KPMG performs internal audit
services for the company. Another accounting firm provides the
majority of Symantecs tax services.
20
Policy on
Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Registered Public Accounting
Firm
The Audit Committees policy is to pre-approve all audit
and permissible non-audit services provided by the independent
registered public accounting firm. These services may include
audit services, audit-related services, tax services and other
services. Pre-approval is detailed as to the particular service
or category of services and is generally subject to a specific
budget. The independent registered public accounting firm and
management are required to periodically report to the Audit
Committee regarding the extent of services provided by the
independent registered public accounting firm in accordance with
this pre-approval, and the fees for the services performed to
date. The Audit Committee may also pre-approve particular
services on a
case-by-case
basis.
All of the services relating to the fees described in the table
above were approved by the Audit Committee.
THE BOARD RECOMMENDS A VOTE FOR APPROVAL
OF PROPOSAL NO. 3
21
PROPOSAL NO. 4
SHAREHOLDER
PROPOSAL
As You Sow, 311 California Street, Suite 510,
San Francisco, California, 94104, on behalf of John Powers
as trustee for Barbara Herrick and owner of at least $2,000
worth of our Common Stock, has informed us that it intends to
present the following proposal at the Annual Meeting:
RESOLVED, that the shareholders of Symantec Corp. urge the
board of directors to adopt a policy that company shareholders
be given the opportunity at each annual meeting of shareholders
to vote on an advisory resolution, to be proposed by the
Symantecs management, to ratify the compensation of the
named executive officers (NEOs) set forth in the
proxy statements Summary Compensation Table (the
SCT) and the accompanying narrative disclosure of
material factors provided to understand the SCT (but not the
Compensation Discussion and Analysis). The proposal submitted to
shareholders should make clear that the vote is non-binding and
would not affect any compensation paid or awarded to any NEO.
Shareholders
Supporting Statement
Investors are increasingly concerned about mushrooming executive
compensation that sometimes appears to be insufficiently aligned
with the creation of shareholder value. Recent media attention
on questionable dating of stock options grants by companies has
also raised investor concerns.
The SEC has created a new rule, with record support from
investors, requiring companies to disclose additional
information about compensation and perquisites for top
executives. The rule goes into effect this year. In establishing
the rule the SEC made it clear that it is the role of market
forces, not the SEC, to provide checks and balances on
compensation practices.
We believe that existing U.S. corporate governance
arrangements, including SEC rules and stock exchange listing
standards, do not provide shareholders with enough mechanisms
for providing input to boards on senior executive compensation.
In contrast to U.S. practices, in the United Kingdom,
public companies allow shareholders to cast an advisory vote on
the directors remuneration report, which
discloses executive compensation. Such a vote isnt
binding, but gives shareholders a clear voice that could help
shape senior executive compensation.
Currently U.S. stock exchange listing standards require
shareholder approval of equity-based compensation plans; those
plans, however, set general parameters and accord the
compensation committee substantial discretion in making awards
and establishing performance thresholds for a particular year.
Shareholders do not have any mechanism for providing ongoing
feedback on the application of those general standards to
individual pay packages. (See Lucian Bebchuk & Jesse
Fried, PAY WITHOUT PERFORMANCE 49 (2004))
Similarly, performance criteria submitted for shareholder
approval to allow a company to deduct compensation in excess of
$1 million are broad and do not constrain compensation
committees in setting performance targets for particular senior
executives. Withholding votes from compensation committee
members who are standing for reelection is a blunt and
insufficient instrument for registering dissatisfaction with the
way in which the committee has administered compensation plans
and policies in the previous year.
Accordingly, we urge Symantecs board to allow shareholders
express their opinion about senior executive compensation by
establishing an annual referendum process. The results of such a
vote would, we think, provide Symantec with useful information
about whether shareholders view the companys senior
executive compensation, as reported each year, to be in
shareholders best interests.
We urge shareholders to vote for this proposal.
Our Board
of Directors Statement in Opposition to
Proposal 4
The Board appreciates the underlying goal of the proposal, which
is to provide stockholders with a means to convey their views
regarding executive compensation to the company. However, our
Board believes that passage of this proposal would actually
provide a relatively ineffective and potentially
counter-productive means for stockholders to express their views
on this important subject, and is unnecessary because
stockholders already have a
22
number of more effective ways to communicate their views on
executive compensation directly to the Board, including members
of the Compensation Committee.
An advisory vote is not an effective mechanism for conveying
meaningful stockholder opinions regarding our executive
compensation. The proposed advisory vote would
benefit neither Symantec nor its stockholders because it would
not provide the Compensation Committee with any meaningful
insight into the specific views or concerns of stockholders
regarding executive compensation that the Compensation Committee
could address when considering remuneration practices for our
executive officers. Instead, an advisory vote would require the
Compensation Committee to speculate about the meaning of
stockholder approval or disapproval. For example, a negative
vote could signify that stockholders do not approve of the
amount or type of compensation awarded or alternatively that
stockholders do not approve of the format or level of disclosure
in the summary compensation table and accompanying narrative
disclosure.
Stockholders already have an effective mechanism for
expressing their views about our executive
compensation. An advisory vote is not necessary
because our stockholders already have an efficient and effective
method of communicating with our Board. Stockholders may contact
directly any of our directors (including the members of our
Compensation Committee), the Boards non-employee directors
as a group or the Board generally, by writing to them (see
Contacting the Board of Directors on
page of this proxy statement). Direct
communications between stockholders and the Board allow
stockholders to voice specific observations or concerns and to
communicate clearly and effectively with the Board. An advisory
vote does not provide that level of a detailed communication.
Our compensation practices and programs are designed to serve
the interests of our stockholders. Our Board
believes that our compensation practices and programs serve the
interests of our stockholders by resulting in compensation that
is performance-based and by enabling us to hire and retain the
best executives and motivate those executives to contribute to
our future success. The Compensation Committee operates under a
written charter adopted by the Board and is responsible for
approving compensation awarded to the companys executive
officers, including the Chief Executive Officer and the other
named executive officers. No member of the Committee has any
material relationship with the Company and each Committee member
satisfies the independence requirements of both the Company and
the Nasdaq Stock Market.
In short, the Board of Directors believes that its Compensation
Committee is in the best position to decide on the levels and
elements of executive compensation and that the advisory vote
called for by this proposal would neither enhance the
Boards processes in the area of executive compensation nor
further good corporate governance.
THE BOARD RECOMMENDS A VOTE AGAINST THIS
PROPOSAL.
PROXIES SOLICITED BY THE BOARD WILL BE VOTED
AGAINST THIS PROPOSAL UNLESS
OTHERWISE INSTRUCTED.
23
OUR
EXECUTIVE OFFICERS
The names of our executive officers, their ages as of
June 30, 2007, and their positions are shown below.
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Position
|
|
John W. Thompson
|
|
|
58
|
|
|
Chairman of the Board of Directors
and Chief Executive Officer
|
James A. Beer
|
|
|
46
|
|
|
Executive Vice President and Chief
Financial Officer
|
Gregory S. Butterfield
|
|
|
47
|
|
|
Group President, Altiris Division
|
Janice Chaffin
|
|
|
52
|
|
|
Group President, Consumer Business
Unit
|
Arthur F. Courville
|
|
|
48
|
|
|
Executive Vice President, General
Counsel and Secretary
|
Kristof Hagerman
|
|
|
43
|
|
|
Group President, Data Center
Management
|
Gregory W. Hughes
|
|
|
44
|
|
|
Group President, Global Services
|
Thomas W. Kendra
|
|
|
53
|
|
|
Group President, Security and Data
Management Group
|
George W. Harrington
|
|
|
55
|
|
|
Senior Vice President, Finance
and Chief Accounting Officer
|
Rebecca Ranninger
|
|
|
48
|
|
|
Executive Vice President and
Chief Human Resources Officer
|
Enrique T. Salem
|
|
|
41
|
|
|
Group President, Worldwide Sales
and Marketing
|
The Board chooses executive officers, who then serve at the
Boards discretion. There is no family relationship between
any of the directors or executive officers and any other
director or executive officer of Symantec.
For information regarding Mr. Thompson, please refer to
Proposal No. 1, Election of Directors,
above.
Mr. Beer has served as our Executive Vice President
and Chief Financial Officer since February 28, 2006. From
September 1991 to February 2006, Mr. Beer held various
management positions in finance and operations at American
Airlines Inc., a passenger airline company, including leading
the airlines European and Asia Pacific businesses. He most
recently served as Senior Vice President and Chief Financial
Officer of AMR Corporation and AMRs principal subsidiary,
American Airlines, since January 2004. Mr. Beer holds a
Bachelor of Science in aeronautical engineering from Imperial
College, London University and a masters degree in
business administration from Harvard Business School.
Mr. Butterfield has served as our Group President,
Altiris Business Unit since April 2007 when we acquired Altiris,
Inc. From February 2000 to April 2007, Mr. Butterfield
served as the President and Chief Executive Officer of Altiris
and as Chairman of the Board of Altiris from April 2004 to April
2007. Prior to joining Altiris, Mr. Butterfield served as
Vice President, Sales for Legato Systems, Inc., a backup
software company, from July 1999 to February 2000. From June
1996 to July 1999, Mr. Butterfield served as Executive Vice
President of Worldwide Sales for Vinca, a fault tolerance and
high availability company. From June 1994 to June 1996,
Mr. Butterfield was the Regional Director of the Rocky
Mountain Region for Novell, Inc., a provider of Internet
business solutions. From January 1992 to June 1994,
Mr. Butterfield was Vice President of North American Sales
for WordPerfect Corporation, a software company.
Mr. Butterfield also serves on the board of directors of
Omniture, Inc. Mr. Butterfield holds a Bachelor of Science
degree in Finance from Brigham Young University.
Ms. Chaffin has served as our Group President,
Consumer Business Unit since April 2007. From May 2006 to April
2007, Ms. Chaffin served as our Executive Vice President
and Chief Marketing Officer. Ms. Chaffin joined Symantec in
May 2003 as Senior Vice President and Chief Marketing Officer.
Prior to Symantec, Ms. Chaffin spent 21 years at
Hewlett-Packard Company, a global provider of products,
technologies, solutions and services, where she held a variety
of marketing and business management positions and most recently
served as Vice President of Enterprise Marketing and Solutions.
Ms. Chaffin is a member of the Board of Directors of
Informatica Corporation, an enterprise data integration software
and services provider. She graduated summa cum laude from the
University
24
of California, San Diego with a bachelors degree and
earned a masters degree in business administration from
the University of California, Los Angeles, where she was a Henry
Ford Scholar.
Mr. Courville has served as our Executive Vice
President since May 2006, General Counsel since February 2006
and as Secretary since 1999. He previously served as Senior Vice
President, Corporate Legal Affairs from July 2005 to February
2006, and as Vice President and General Counsel from 1999 to
July 2005. 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 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.
Mr. Hagerman has served as our Group President, Data
Center Management since May 2006. Mr. Hagerman previously
served as Senior Vice President, Data Center Management from
July 2005 to May 2006. He joined Symantec through the
companys acquisition of Veritas. At Veritas,
Mr. Hagerman most recently served as Executive Vice
President, Storage and Server Management from September 2004 to
July 2005 and served as Executive Vice President, Strategic
Operations from March 2003 to September 2004. He was Senior Vice
President, Strategic Operations from August 2001 to March 2003
and was Vice President, Strategic Alliances from February 2001
to August 2001. Mr. Hagerman received a bachelors
degree in Russian and Economics from Dartmouth College, a
masters degree in International Relations from Cambridge
University, and a Master of Business Administration from
Stanford Graduate School of Business.
Mr. Harrington has served as our Senior Vice
President, Finance, and Chief Accounting Officer since January
2007. In this capacity, Mr. Harrington serves as the
Companys principal accounting officer. Mr. Harrington
joined the Company as Senior Vice President, Finance Operations
in May 2006. Prior to joining the Company, Mr. Harrington
had served as Senior Vice President and Chief Financial Officer
of BMC Software, Inc., a software solutions provider, from March
2004 to September 2005, and had served in a variety of senior
finance roles at International Business Machines Corporation
(IBM), a global information technology company,
since 1981. As vice president of Finance for IBM Software Group,
Mr. Harrington was the senior executive responsible for all
financial and IT aspects of IBMs $13 billion software
organization. Mr. Harrington also served as the Chief
Accountant for IBM Corporation. In addition, he served as vice
president, Finance for IBM Americas, responsible for all
financial aspects of a $38 billion IBM division.
Mr. Harrington also served in a range of finance leadership
positions for IBMs Americas, Asia Pacific and European
operations. Mr. Harrington earned a Bachelor of Arts in
Political Science and a Masters in Business Administration from
Brigham Young University.
Mr. Hughes has served as our Group President, Global
Services since April 2007. He joined Symantec through the
companys merger with Veritas in July 2005. At Veritas,
Mr. Hughes most recently served as Executive Vice
President, Global Services from October 2003 to July 2005.
Mr. Hughes joined Veritas after a
10-year
career at McKinsey & Co., a global management
consulting service provider, where he most recently served as a
Partner. During his
10-year
career at McKinsey, he founded and led the North American
Software Industry practice and worked as a consultant to senior
executives across a range of industries on
information-technology related issues. Mr. Hughes holds a
Master of Business Administration degree from the Stanford
Graduate School of Business, and a bachelors degree in
electrical engineering and a masters degree in electrical
engineering and computer science from Massachusetts Institute of
Technology.
Mr. Kendra has served as Group President of the
Security and Data Management Group since April 2007. In this
role he leads product management, engineering, alliances and
business development for a wide range of products that help
customers to lower risk around security, compliance and data
management. From May 2006 to April 2007, Mr. Kendra served
as Symantecs Group President, Worldwide Sales and
Services. During this time he led the successful integration of
the Symantec and Veritas sales, channel and support
organizations, one of the largest sales force mergers in the
industry. Prior to this role, Mr. Kendra served as both
Executive Vice President and Senior Vice President of
Symantecs Worldwide Sales and Services organization.
Mr. Kendra joined Symantec after
25
a 26-year
career at IBM, a global information technology company where he
was a member of IBMs senior leadership team. Here he held
multiple roles, from overseeing the companys worldwide
competitive and server sales to leading sales, services,
marketing and channel operations for IBMs software
business in Asia Pacific. Mr. Kendra is currently on the
board of directors of RightNow Technologies and serves on their
audit committee. He received a Bachelor of Arts in Business
Administration from Indiana University in Bloomington, Indiana.
Ms. Ranninger has served as our Executive Vice
President and Chief Human Resources Officer since May 2006.
Ms. Ranninger previously served as Senior Vice President,
Human Resources from January 2000 to May 2006. From September
1997 to January 2000, she 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 graduated magna cum laude from Harvard
University with a bachelors degree, earned a
bachelors degree in jurisprudence from Oxford University
and a Juris Doctorate from Stanford University.
Mr. Salem has served as our Group President,
Worldwide Sales and Marketing since April 2007. From May 2006 to
April 2007, Mr. Salem served as our Group President,
Consumer Products. Mr. Salem previously served as Senior
Vice President, Consumer Products and Solutions from February
2006 to May 2006, Senior Vice President, Security Products and
Solutions from January 2006 to February 2006, and as Senior Vice
President, Network and Gateway Security Solutions from June 2004
to February 2006. Prior to joining Symantec, from April 2002 to
June 2004, he was President and CEO of Brightmail Incorporated,
an anti-spam software company that was acquired by Symantec.
From January 2001 to April 2002, Mr. Salem served as Senior
Vice President of Products and Technology at Oblix Inc., an
identity-based security products developer, and from October
1999 to January 2001, he was Vice President of Technology and
Operations at Ask Jeeves Inc., an online search engine provider.
From 1990 to October 1999, Mr. Salem led the security
business unit at Symantec. Mr. Salem received a Bachelor of
Arts in computer science from Dartmouth College.
26
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Symantec has adopted a policy that executive officers and
members of the Board hold an equity stake in the company. The
policy requires each executive officer to hold a minimum number
of shares of Symantec common stock. Newly appointed executive
officers are not required to immediately establish their
position, but are expected to make regular progress to achieve
it. The Compensation Committee reviews the minimum number of
shares held by the executive officers and directors from time to
time. The purpose of the policy is to more directly align the
interests of executive officers and directors with our
stockholders.
The following table sets forth information, as of June 30,
2007, 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 Symantec,
(iii) the named executive officers of Symantec included in
the Summary Compensation Table appearing on page 39 of this
proxy statement and (iv) all current executive officers and
directors of Symantec as a group.
Beneficial ownership is determined under the rules of the SEC
and generally includes voting or investment power with respect
to securities. Unless otherwise indicated below, the persons and
entities named in the table have sole voting and sole investment
power with respect to all shares beneficially owned, subject to
community property laws where applicable. Percentage ownership
is based on 881,372,834 shares of Symantec common stock
outstanding as of June 30, 2007 (excluding shares held in
treasury). Shares of common stock subject to stock options and
restricted stock units vesting on or before August 29, 2007
(within 60 days of June 30, 2007) are deemed to
be outstanding and beneficially owned for purposes of computing
the percentage ownership of such person but are not treated as
outstanding for purposes of computing the percentage ownership
of others.
|
|
|
|
|
|
|
|
|
|
|
Amount and
|
|
|
|
|
|
|
Nature of
|
|
|
|
|
|
|
Beneficial
|
|
|
Percent
|
|
Name and Address of Beneficial Owner
|
|
Ownership
|
|
|
of Class
|
|
|
5% Beneficial Owner
|
|
|
|
|
|
|
|
|
UBS (AG)(1)
|
|
|
50,944,167
|
|
|
|
5.8
|
%
|
Directors and Executive
Officers
|
|
|
|
|
|
|
|
|
John W. Thompson(2)
|
|
|
9,436,529
|
|
|
|
1.1
|
%
|
Michael Brown(3)
|
|
|
187,306
|
|
|
|
*
|
|
William T. Coleman(4)
|
|
|
182,067
|
|
|
|
*
|
|
Frank E. Dangeard
|
|
|
2,804
|
|
|
|
*
|
|
David L. Mahoney(5)
|
|
|
124,175
|
|
|
|
*
|
|
Robert S. Miller(6)
|
|
|
285,927
|
|
|
|
*
|
|
George Reyes(7)
|
|
|
279,381
|
|
|
|
*
|
|
David J. Roux(8)
|
|
|
307,951
|
|
|
|
*
|
|
Daniel H. Schulman(9)
|
|
|
102,490
|
|
|
|
*
|
|
V. Paul Unruh(10)
|
|
|
188,865
|
|
|
|
*
|
|
James A. Beer(11)
|
|
|
120,362
|
|
|
|
*
|
|
Kristof Hagerman(12)
|
|
|
714,528
|
|
|
|
*
|
|
Thomas W. Kendra(13)
|
|
|
414,521
|
|
|
|
*
|
|
Janice Chaffin(14)
|
|
|
506,801
|
|
|
|
*
|
|
All current Symantec executive
officers and directors as a group (20 persons)(15)
|
|
|
14,834,177
|
|
|
|
1.7
|
%
|
|
|
|
* |
|
Less than 1%. |
|
(1) |
|
Based solely on a Schedule 13G filing made by UBS on
February 21, 2007. Reflects the securities beneficially
owned by the UBS Global Asset Management business group of UBS
AG and its subsidiaries and affiliates on behalf of its clients.
This shareholders address is Bahnhofstrasse 45,
PO Box CH-8021, Zurich, Switzerland. |
|
(2) |
|
Includes 7,999,011 shares subject to options that will be
excercisable as of August 29, 2007. |
27
|
|
|
(3) |
|
Includes 169,380 shares subject to options that will be
excercisable as of August 29, 2007. |
|
(4) |
|
Includes 151,250 shares subject to options that will be
excercisable as of August 29, 2007. |
|
(5) |
|
Includes 93,250 shares subject to options that will be
excercisable as of August 29, 2007. |
|
(6) |
|
Includes 175,250 shares subject to options that will be
excercisable as of August 29, 2007. |
|
(7) |
|
Includes 227,250 shares subject to options that will be
excercisable as of August 29, 2007. |
|
(8) |
|
Includes 236,211 shares subject to options that will be
excercisable as of August 29, 2007. |
|
(9) |
|
Includes 81,418 shares subject to options that will be
excercisable as of August 29, 2007. |
|
(10) |
|
Includes 174,380 shares subject to options that will be
excercisable as of August 29, 2007. |
|
(11) |
|
Includes 106,250 shares subject to options that will be
excercisable as of August 29, 2007. |
|
(12) |
|
Includes 713,309 shares subject to options that will be
excercisable as of August 29, 2007. |
|
(13) |
|
Includes 407,394 shares subject to options that will be
excercisable as of August 29, 2007. |
|
(14) |
|
Includes 477,810 shares subject to options that will be
excercisable as of August 29, 2007. |
|
(15) |
|
Includes 12,701,940 shares subject to options that will be
excercisable as of August 29, 2007. |
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16 of the Exchange Act requires Symantecs
directors and officers, and any persons who own more than 10% of
Symantecs common stock, to file initial reports of
ownership and reports of changes in ownership with the SEC. Such
persons are required by SEC regulation to furnish Symantec with
copies of all Section 16(a) forms that they file.
Based solely on its review of the copies of such forms furnished
to Symantec and written representations from the directors and
executive officers, Symantec believes that all
Section 16(a) filing requirements were met in fiscal year
2007, except that Kristof Hagerman filed one late Form 4
report with respect to one transaction, the sale of
1,361 shares of common stock.
28
EXECUTIVE
COMPENSATION AND RELATED INFORMATION
COMPENSATION
DISCUSSION & ANALYSIS (CD&A)
INTRODUCTION
Our
Compensation Philosophy
Our compensation philosophy is defined by two primary business
objectives which are intended to enhance long-term stockholder
value:
|
|
|
|
|
The compensation of executives based on the companys
performance; and
|
|
|
|
The attraction and retention of talented and experienced senior
leadership.
|
We believe that, given our executives ability to influence
the companys performance, their compensation should be
tied to the companys current and long term performance.
Consistent with a pay-for-results philosophy, our compensation
program for executives emphasizes pay at risk. Executives with
greater responsibility and more direct ability to influence
overall company performance have a greater portion of their pay
at risk through short- and long-term incentive programs. This
aligns our executives interests with our
stockholders interests.
Our compensation programs are designed to recruit and retain
talented and experienced executives who will lead the company in
continuing to innovate, grow and attain market leadership, each
of which helps enable us to deliver superior value to our
stockholders. Our ability to retain the talented and experienced
members of our management team, and to attract new talent, is
critical to growing our business and driving stockholder value.
We look to relevant market and industry practices to remain
competitive with our compensation packages. We strive to balance
our need to compete for talent with the need to maintain a
reasonable and responsible cost structure and limit dilution to
stockholders.
Our
Compensation Committee
The Compensation Committee (the Committee), which is
comprised of independent directors, establishes and oversees the
overall strategy for employee compensation, including our
executive compensation programs. The Committee regularly reviews
our compensation policies and practices to ensure that they
support our business strategy and serve the interests of our
stockholders. The Committee strives to make our compensation
competitive by benchmarking our practices and compensation
levels against comparable companies. The Committee retains
Mercer Human Resource Consulting, an outside consulting firm, to
provide advice and ongoing recommendations on executive
compensation matters. The Committee has directed the
compensation consultant to work with our Chief Human Resources
Officer and other members of management to obtain information
necessary for them to form their recommendations and evaluate
managements recommendations. The compensation consultants
also meet with the Committee during the Committees regular
meetings, and in executive session. For a description of the
Committees functions and additional information about the
Committee, see the Board Committees and Their
Functions section (beginning on page 7).
The independent directors of the Board evaluate the CEOs
performance and the Committee then reviews and recommends to the
independent directors of the Board all compensation arrangements
for the CEO. The Committee reviews the performance evaluations
and compensation recommendations that the CEO submits for the
other named executive officers and approves their compensation.
While the Committee determines our overall compensation
philosophy, it looks to several of our executive officers and
the compensation consultant retained by the Committee to make
recommendations to the Committee that are guided by our
compensation philosophy. As mentioned above, our CEO provides
the Board and Committee with feedback on the performance of our
executive officers, and makes compensation recommendations for
the executives to the Committee for their approval. Our CEO,
CFO, Chief Human Resources Officer, and Vice President, Legal,
regularly attend the Committees meetings to provide their
perspectives on competition in the industry and the needs of the
business, information regarding the companys performance
and other advice specific to their areas of expertise.
29
Named
Executive Officers
This Compensation Discussion & Analysis describes the
overall compensation practices at Symantec and specifically
describes the compensation for the following named executive
officers for fiscal 2007:
|
|
|
|
|
John W. Thompson, Chairman of the Board and Chief Executive
Officer
|
|
|
|
James Beer, Executive Vice President and Chief Financial Officer
|
|
|
|
Kristof Hagerman, Group President, Data Center Management
Business Unit
|
|
|
|
Tom Kendra, Group President, Security and Data Management
Business Unit
|
|
|
|
Janice Chaffin, Group President, Consumer Business Unit
|
EXECUTIVE
COMPENSATION PRINCIPLES
The Committee relies on the following key principles, which
reflect our compensation philosophy, to design our compensation
programs:
|
|
|
|
|
Focus on current results as well as on drivers of long-term
stockholder value creation
|
|
|
|
Align our executives interests with stockholder interests
|
|
|
|
Recruit, motivate and retain capable leadership
|
|
|
|
Provide our stockholders with a clear understanding of the
relationship between executive pay and stockholder value creation
|
|
|
|
Promote collaboration within the senior management team by
designing programs to reward individual performance, team
success, and company-wide results
|
|
|
|
Remain competitive with our compensation packages
|
COMPENSATION
POLICIES FOR DETERMINATION OF COMPENSATION
Our compensation principles are implemented through several
policies developed by the Committee. These policies guide the
Committee in determining the mix and value of the compensation
components for our named executive officers. Our compensation
principles include:
Total Rewards: Elements of
total rewards offered to our executive officers include base
salary, short- and long-term incentives, health benefits, a
deferred compensation program, and a consistent focus on
professional growth and opportunities for challenges. We believe
that opportunities for personal and professional growth enhance
our leaderships employment satisfaction and increase their
desire to stay with the Company over time.
In determining the mix of components and the value of each
component, the Committee takes into account the executives
role, the competitive market, individual and company
performance, business unit performance, internal pay equity
(i.e., ensuring that comparably situated executives are treated
similarly) and historical compensation. Details of the various
programs and how they support the overall business strategy are
outlined in Compensation Components.
Pay for Results: Our
executive compensation program is designed to reward executives
for results. As described below, the pay mix for named executive
officers emphasizes variable pay in the form of short and long
term cash incentives and long-term equity awards. Short-term
results are measured by annual financial performance,
particularly revenue, earnings per share and, for our business
unit leaders, business unit performance. Performance is rewarded
in the long term through (a) share price appreciation of
equity awards, and (b) cash payments for attainment of
operating cash flow targets under the FY08 Long Term Incentive
Plan described below.
Market Positioning: Our
policy is to target the base salary and annual short-term cash
incentive structure for named executive officers at the
65th percentile of the relevant market composite, as
described below, with target long-term equity incentive
opportunities and benefits for named executive officers at the
50th percentile of the relevant market composite. Upside
opportunity in the short- and long-term incentive plans is
available with
30
outstanding financial performance. The Committee has established
this positioning approach in order to attract and retain talent
that is capable of developing and executing aggressive
strategies in our product markets. The Committee may set the
actual components for an individual named executive officer
above or below the positioning benchmark based on factors such
as experience, performance achieved, specific skills or
competencies, the desired pay mix (e.g., emphasizing short- or
long-term results), and our budget.
Competitive Market
Assessments: Market competitiveness is one
factor that the Committee considers each year in determining an
individual named executive officers salary, incentive
opportunity, long-term equity awards and pay mix. The Committee
relies on various data sources to evaluate the market
competitiveness of each pay element, including
publicly-disclosed data from a peer group of companies (see
discussion below) and published survey data from a broader set
of information technology companies that are similar in size and
that the Committee and its advisors believe represent
Symantecs competition in the broader talent market. The
peer groups proxy statements provide detailed pay data for
the top five positions in a select group of competitors for
talent. Survey data provides compensation information from a
broader group of information technology companies, with
positions matched based on specific job scope and
responsibilities. The Committee considers data from these data
sources in developing a market composite for each named
executive officers position.
The Executive Compensation Group within our Human Resources
organization, led by our Chief Human Resources Officer,
subscribes to several executive compensation data sources from
which they compile survey data on information technology
companies. The Executive Compensation group provides the
Committee with various analyses of the survey compensation data
for each executive position reviewed by the Committee. The
Committee reviews compensation survey data of companies
comparable to Symantec in various measures, such as gross
revenue, number of employees, industry and geographic location.
Peer Group: Symantec is a
prominent participant in the information technology industry.
This industry is characterized by rapid rates of change, intense
competition from small and large companies, and significant
cross-over in leadership talent needs. As such, we compete for
executive talent with leading software and services companies as
well as in the broad information technology industry. Further,
we believe that stockholders measure our performance against a
wide array of technology peers. As such, the Committee uses a
peer group of market-leader companies which consists
of a broader group of high technology companies of a comparable
size to us. A market leader is defined as a company with a
history of above-median operating and stockholder performance,
to reinforce our focus on being an industry leader. The
Committee uses the peer group, as well as other relevant market
data, to develop a market composite for purposes of establishing
named executive officer pay levels (as described above). In
addition, the peer group performance is used as input for
setting performance targets for our annual incentive plan. For
fiscal 2007 and 2008, the Committee, based on the advice of its
consultant, included the following companies in the peer group:
Adobe Systems, Analog Devices, Apple, Cisco Systems, Computer
Associates, Electronic Arts, EMC, Freescale Semiconductor,
Harris Interactive, Juniper Networks, Lexmark, Network
Appliance, Oracle, Qualcomm, Seagate Technology, and Yahoo!. The
Committee evaluates the peer group each year to determine its
continued validity as a source of market and performance data.
Pay Mix: Consistent with a
pay-for-results philosophy, our compensation program for named
executive officers emphasizes pay at risk. The percentage of an
named executive officers compensation opportunity that is
at risk or variable instead of fixed is based primarily on his
or her role at Symantec. Named executive officers with greater
responsibility and more direct ability to influence overall
company performance have a greater portion of their pay at risk
through short- and long-term incentive programs. This is
achieved by having higher target short-term incentive
opportunities and higher equity grant levels relative to base
salary than employees who are not senior executives.
Form and Mix of Long-Term Equity Incentive
Compensation: We currently use two forms of
equity for long-term equity incentive compensation: stock
options and restricted stock units (RSUs). (See Equity
Incentive Awards below for more information regarding the
specific features of each form). For fiscal 2007 and 2008, we
increasingly granted equity compensation to senior executives in
the form of RSUs, as opposed to options. For fiscal 2007, named
executive officers who received equity incentive compensation
awards received approximately 66% to 73% of the value of such
compensation in the form of RSUs. Mr. Thompson declined his
long term equity incentive grant in fiscal 2007, and
Mr. Beer received his long term equity incentive grant in
fiscal 2006, at the time he joined
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the company. For fiscal 2008, named executive officers who have
received equity incentive compensation awards to date received
approximately 50% of the value of such compensation in the form
of RSUs. Mr. Thompson again declined his long term equity
incentive grant in fiscal 2008. These percentages are based on
the fair value of the shares of common stock underlying the RSUs
on the date of grant and the grant date fair value of the
options using the Black-Scholes option pricing method. The
awards made to named executive officers other than the CEO were
finally determined by the Committee based on recommendations
made by the CEO. In determining his recommendations, the CEO may
consider factors such as the individuals length of tenure
at the company, industry experience, current pay mix, long-term
equity and cash awards previously granted to the individual,
retention considerations, business unit performance (as
applicable), individual performance, and other factors.
COMPENSATION
COMPONENTS
Compensation for our named executive officers includes the
following components:
Base
Salary
The annual base compensation for our named executive officers is
structured to ensure that we are able to attract and retain
executives capable of achieving our strategic and business
objectives. The Committee reviews named executive officers
salaries annually as part of its overall competitive market
assessment and may make adjustments based on positioning
relative to market, individual role and contribution levels, and
our overall salary budget. The Committee reviews the CEOs
salary in executive session (i.e., without any executives
present), and changes are considered in light of market pay
assessments and the Committees annual CEO performance
evaluation. In setting the base salaries for the other named
executive officers, the Committee also considers the
recommendations of the CEO based upon his annual review of their
performance.
Executive
Annual Incentive Plans
The Executive Annual Incentive Plans for our executive officers
are adopted pursuant to the Senior Executive Incentive Plan
(SEIP) approved by our stockholders in 2003. The Executive
Annual Incentive Plans adopted under the SEIP are annual cash
incentive plans that reward named executive officers (and other
participants) for generating strong financial results for our
company in the short term. To support collaboration within the
senior leadership, all named executive officers earn an
incentive based on performance against pre-determined corporate
goals described further below. The Committee may choose to
measure the named executive officers against specific business
unit or individual performance targets as well.
Executive Annual Incentive Plan Target
Opportunities: Under the Executive Annual
Incentive Plans for a given fiscal year, each named executive
officer has an award opportunity, expressed as a percentage of
base salary with threshold and target levels. The award
opportunity is determined based on a market composite, the
desired pay mix, internal equity (treating comparably situated
executives similarly), and the role of the named executive
officer. For fiscal 2007, the target opportunity for the CEO was
125% of his base salary and 80% of base salary for the other
named executive officers (other than Ms. Chaffin, for whom
the target opportunity was 60% of base salary). For fiscal 2008,
the target opportunity for the CEO will be 125% of his base
salary and 80% of base salary for all other named executive
officers. Each named executive officer must achieve threshold
performance for each metric established in the named executive
officers executive annual incentive plan in order to
receive payment for such metric. The Executive Annual Incentive
Plan limits each named executive officers award
opportunity to $5 million during any fiscal year, but the
award opportunity is otherwise uncapped. The Committee believes
this feature motivates participants to drive for superior
results.
Executive Annual Incentive Plan Performance Target
Setting: Executive Annual Incentive Plan
performance targets are established on or about the beginning of
each plan year. Our management develops proposed goals with
reference to a variety of factors, including our historical
performance, internal budgets, market and peer performance, and
expectations for our performance. The Committee reviews, adjusts
as necessary, and approves the goals, the range of performance,
and the weighting of the goals. Following the end of each fiscal
year, the Committee reviews our actual performance against the
performance measures established in the fiscal years
Executive Annual Incentive Plans, determines the extent of
achievement and approves annual cash incentives, if
32
warranted. The determination of named executive officer
incentives is formulaic, though the Committee has the discretion
to reduce awards. It did not exercise such discretion for fiscal
2007.
The performance measures in the FY07 Executive Annual Incentive
Plans for the named executive officers were non-GAAP earnings
per share (EPS) and revenue achievement, and were weighted
equally. We used these two measures because:
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Over time, these measures have strongly correlated with
stockholder value creation for Symantec
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Improvement in these measures aligns with our overall growth
strategy
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The measures are transparent to investors
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The measures balance growth and profitability
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The Committee believed that it was reasonably likely that the
company would achieve the target levels of profitability for
fiscal 2007. For each goal, the Committee established a
threshold and target performance level that represents 50% and
100% of target funding levels, respectively. If results for a
goal are below threshold, the funding level for that goal is 0%,
and participants will be paid no incentive for that goal. At
target, the goal is funded 100%. Above target, the payout for
revenue achievement increases by 10% of the target opportunity
for each additional 1% above target revenue achievement levels.
Results above target EPS provide an additional 10% payout for
each approximate increment of $0.019 in EPS for fiscal 2007. The
Committee did not choose to include separate business unit or
individual measures for the named executive officers in fiscal
2007.
For fiscal 2008, the Committee has decided to include a business
unit contribution margin, in addition to revenue and EPS, as a
performance metric for Group Presidents responsible for a
business unit and other senior business unit leaders. This new
performance metric will have a 30% weighting, with the revenue
and EPS metrics each having a 35% weighting. The Committee
believes that including a business unit performance target for
the named executive officers who lead our business units, in
addition to corporate level targets, will enhance line-of-sight
and drive behavior aligned with both enterprise and business
unit results. The Committee believes that it is reasonably
likely that the company will achieve the target levels of
profitability for fiscal 2008. The Committee uses peer group and
survey data as input in determining the target bonus levels for
our Executive Annual Incentive Plans.
Equity
Incentive Awards
The primary purpose of our equity incentive awards is to align
the interests of the named executive officers with those of the
stockholders by rewarding the named executive officers for
creating stockholder value over the long-term. By compensating
our executives with the companys equity, our executives
hold a stake in the companys financial future. The gains
realized in the long term depend on our executives ability
to drive the financial performance of the company. Equity
incentive awards are also a useful vehicle for attracting and
retaining executive talent in our competitive talent market.
Our 2004 Equity Incentive Plan provides for the award of stock
options, stock appreciation rights, restricted stock, and
restricted stock units. We granted named executive officers
stock options and restricted stock units (RSUs) in fiscal 2007
(as described in more detail below).
We seek to provide equity incentive awards which are competitive
with companies in our peer group and the other information
technology companies that the Committee includes in its market
composite. As such, we establish target equity incentive award
grant guideline levels for the named executive officers based on
market pay assessments. When making annual equity awards to
named executive officers, we consider corporate results during
the past year, the role, responsibility and performance of the
individual named executive officer, the competitive market
assessment described above, prior equity awards, and the level
of vested and unvested equity awards then held by each
participating officer. In making equity awards, we generally
take into consideration gains recognizable by the executive from
equity awards made in prior years.
On April 25, 2006, the Committee approved a competitive
equity grant for the CEO of options to acquire
400,000 shares of common stock and 100,000 RSUs. On
May 1, 2007, the Committee approved an equity grant for the
CEO of options to acquire 225,000 shares of common stock
and 65,000 RSUs. In each case, Mr. Thompson
33
declined the equity grant in full and indicated to the Committee
that he believed previous stock option grants made to him by the
Committee were sufficient to achieve the Committees
objectives of retaining him, aligning his financial interests
with those of stockholders, and focusing him on improving the
Companys overall financial results.
Burn Rate and Dilution: We closely
manage how we use our equity to compensate employees. Gross burn
rate is defined as the total number of shares granted under all
of our equity incentive plans during a period divided by the
average number of shares of common stock outstanding during that
period and expressed as a percentage. Net burn rate is defined
as the total number of shares granted under all of our equity
incentive plans during a period, minus the total number of
shares returned to such plans through awards cancelled during
that period, divided by the average number of shares of common
stock outstanding during that period, and expressed as a
percentage. Overhang is defined as the total number of shares
underlying options and awards outstanding plus shares available
for issuance under all of our equity incentive plans at the end
of a period divided by the average number of shares of common
stock outstanding during that period and expressed as a
percentage of . For fiscal 2007, our gross burn rate was 2.2%,
our net burn rate was 0.3%, and our overhang was 16.8%.
The Committee targets an annual gross burn rate of approximately
3% to allow for effective attraction, retention and motivation
of senior management and the broader employee base, while
staying within parameters acceptable to stockholders. For grants
in fiscal 2007, the Committee approved a pool of
24,270,000 shares, or 2.3% of common shares outstanding
(based on the number of shares of common stock outstanding at
the end of the 2006 fiscal year). For grants in fiscal 2008, the
Committee approved a pool of 25,555,381 shares, or 2.8% of
common shares outstanding (based on the number of shares of
common stock outstanding at the end of the 2007 fiscal year).
The Committee determines the percentage of equity to be made
available for our equity programs with reference to the
companies in our market composite. In addition, the Committee
considers the accounting costs reflected in our financial
statements when establishing the forms of equity to be granted
and the size of the overall pool available. The forms of equity
selected are intended to be cost-efficient, and the overall cost
is considered within acceptable levels for internal budgets.
Stock Options: The Committee believes
that options provide an incentive for executives to drive
long-term share price appreciation through the development and
execution of effective long-term strategies. Stock option value
is only realized if the trading price of our common stock
increases, and option holder interests are therefore aligned
with stockholder interests. Stock options are issued with
exercise prices at 100% of the fair market value to assure that
executives will receive a benefit only when the trading price
increases. Option awards generally have value for the executive
only if the executive remains employed for the period required
for the shares to vest. Options granted in fiscal 2007 vest 25%
after the first year and on a monthly basis thereafter for the
next 36 months, and, if not exercised, expire in a maximum
of seven years (or earlier in the case of termination of
employment). Vesting options over four years provides retention
value, and is in line with market practices among companies in
our market composite and other option recipients within the
company. (Details of stock options granted to the named
executive officers in fiscal 2007 are disclosed in the Grants of
Plan-Based Awards table included on page 40.)
Restricted Stock Units (RSUs): RSUs
represent the right to receive one share of Symantec common
stock for each RSU upon the settlement date, which is the date
on which certain conditions, such as continued employment with
us for a pre-determined length of time, are satisfied. In fiscal
2007, we elected to substitute a significant percentage of the
named executive officers equity incentive award value,
which had historically been provided with only stock options,
with RSUs. This change was made to enhance the retention of
named executive officers and balance the more volatile rewards
associated with stock options. The Committee believes that RSUs
align the interests of the named executive officers with the
interests of the stockholders because the value of these awards
appreciate if the trading price of our common stock appreciates,
and also have retention value, which supports continuity in the
senior management team. RSUs provided to executive officers as
part of the annual equity grant in fiscal 2007 do not vest until
two years after the grant date, at which point they are fully
vested and settled in our stock. For fiscal 2008, the Committee
determined that approximately 50% of the named executive
officers equity incentive award value would be in the form
of RSUs and approximately 50% would be in the form of stock
options. These percentages are based on the fair value of the
shares of common stock underlying the RSUs on the date of grant
and the grant date fair value of the options using the
Black-Scholes option pricing method. The vesting and settlement
of the RSUs granted to our named executive officers in fiscal
2008 is 50% after the first year and 50%
34
after the second year. The two year vesting schedule for the
RSUs was designed to offer a balance to the four year vesting
period for stock options and the three year performance cycle
for the LTIP awards described below. The combination of these
three components provides an ongoing retention and performance
incentive for our senior management. The Committee may provide
for alternative vesting schedules as deemed needed to support
the business and its overall objectives related to executive
compensation. (Details of RSUs granted to the named executive
officers in fiscal 2007 are disclosed in the Grants of
Plan-Based Awards table on page 40.)
Equity Grant Practices: The Committee
generally approves grants to the named executive officers at its
first meeting of each fiscal year. The grant date for all stock
options granted to employees, including the named executive
officers, is the
10th day
of the month following the meeting. The exercise price for stock
options is the closing price of our common stock, as reported on
the Nasdaq Global Select Market, on the date of grant. The
Committee does not coordinate the timing of equity awards with
the release of material nonpublic information. The Committee may
approve grants to named executive officers at other times during
the year, in which case, the grant date is the
10th day
of the month following the date on which the Committee approves
the grant and the exercise price of any options so granted is
the closing price on the grant date. RSUs may be granted from
time to time throughout the year, but all RSUs generally vest on
either June 1 or December 1 for administrative reasons.
FY08 Long
Term Incentive Plan (LTIP)
In May 2007, the Committee approved our FY08 Long Term Incentive
Plan (LTIP), which became effective on April 1, 2007. Under
the terms of the LTIP, executives will be eligible to receive
performance-based compensation based upon the level of
attainment of target cash flow through the companys fiscal
year ending March 31, 2008. For the 2008 fiscal year, the
named executive officers who are eligible to receive long-term
cash and equity incentive awards are targeted to receive
approximately 20% of the value of such long-term compensation
from the LTIP, 40% from options and 40% from RSUs. These
percentages are based on the fair value of the shares of common
stock underlying the RSUs on the date of grant and the grant
date fair value of the options using the Black-Scholes option
pricing method. The long-term incentive will be measured at the
end of the performance period (i.e., the end of fiscal
2008) and paid following the last day of the second fiscal
year following the end of the performance period. The applicable
metric under the LTIP is the companys operating cash flow.
By basing the LTIP on operating cash flow, the plan focuses on
specific, measurable corporate goals and provides
performance-based compensation based upon the actual achievement
of the goals. For our named executive officers, the target LTIP
awards range from 68% to 100% of current base salary. A
participant is eligible for 25% of the target LTIP award if at
least 85% of budgeted operating cash flow is attained with
respect to the performance period and for up to 200% of the
Target LTIP Award if at least 120% of budgeted operating cash
flow is attained with respect to the performance period. A
participant must be an employee of the company on the payment
date to receive the payment. Subject to certain exceptions, a
participant who terminates his or her employment with the
company before the payment date will not be eligible to receive
the payment or any prorated portion thereof. The Committee
implemented the LTIP in order to provide an ongoing retention
and performance incentive by balancing option and RSU vesting
periods (four and two years respectively) with another component
which will enhance retention of senior managers. The LTIP will
provide another tie between compensation and performance. The
Committee believes that it is reasonably likely that the company
will achieve the operating cash flow target for fiscal 2008.
Retention
and Other Awards
Certain business conditions may warrant using additional
compensation approaches to attract, retain or motivate
executives. Such conditions include acquisitions and
divestitures, attracting or retaining specific or unique talent,
and recognition for exceptional contributions. In these
situations, the Committee considers the business needs and the
potential costs and benefits of special rewards. For example,
the Committee approved sign-on bonuses to James Beer and Tom
Kendra pursuant to the executives offer letter with
Symantec. See Potential Payments Upon Termination or
Change in Control below. Historically, the Committee has
used cash or RSUs to address these types of situations. The
Veritas acquisition in 2005 was an example of a business
situation that warranted retention considerations. The
complexity of the integration process and the resulting
reorganization of the management structure created the need to
ensure the continuity of the leadership team. All of the former
Veritas named executive officers who remained with Symantec
received cash retention incentives that vested one third in
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January 2006, one third in July 2006 and the final one third
vested in January 2007. Pursuant to the retention plan for
legacy Veritas executives, Kristof Hagerman received a total of
$1.1 million. The legacy Symantec named executive officers,
except for the CEO, who remained with the company vested in
their cash retention awards, granted under their FY06 Executive
Supplemental Incentive Plans, in July 2006. Under the terms of
these plans, the executive officers were eligible to receive
performance-based incentive bonuses equivalent to the bonuses
payable under, and upon terms substantially similar to,
Symantecs FY06 Executive Annual Incentive Plans. Under the
terms of his FY06 Executive Supplemental Incentive Plan,
Mr. Kendra was entitled to receive a minimum bonus of
$750,000. Pursuant to their FY06 Executive Supplemental
Incentive Plans, in July 2006 Mr. Kendra and
Ms. Chaffin received cash payments of $750,000 and
$243,000, respectively. John Thompson, as CEO, had the
discretion to recommend to the Committee that any bonus be
decreased to zero or increased by up to 50%, based on his
assessment of the contribution made by each executive to the
ongoing integration effort. The Committee increased
Ms. Chaffins bonus of $180,000 by 35% at
Mr. Thompsons recommendation, increasing her bonus by
$63,000 to $243,000.
Other
Benefits
All named executive officers are eligible to participate in our
401(k) plan (which includes our matching contributions), health
and dental coverage, life insurance, disability insurance, paid
time off, and paid holidays on the same terms as are available
to all employees generally. These rewards are designed to be
competitive with overall market practices, and are in place to
attract and retain the talent needed in the business. In
addition, selected officers may be eligible to participate in
the deferred compensation plan, and to receive other benefits
described below.
Deferred Compensation: Symantecs
named executive officers are eligible to participate in a
nonqualified deferral plan. The deferral plan provides the
opportunity to defer up to 75% of base salary and 100% of cash
bonuses for payment at a future date. This plan is provided to
be competitive in the executive talent market, and to provide
executives with a tax-efficient alternative for receiving
earnings. None of the named executive officers currently
participate in this plan.
Additional Benefits: Other benefits
available to named executive officers are company-paid life
insurance, payments of taxes incurred as a result of the payment
of temporary living benefits, relocation assistance,
reimbursement for up to $10,000 for financial planning services
and personal travel for the CEO on Company aircraft. The
Committee believes that these perquisites allow the named
executive officers to focus more of their time and attention on
their employment, which benefits the Company, and that they are
provided in the marketplace for executive talent. The value of
the perquisites we provide are taxable to the named executive
officers and the incremental cost to us for providing these
perquisites is reflected in the Summary Compensation Table.
(These benefits are disclosed in the All Other Compensation
column of the Summary Compensation Table on page 39).
Change in Control Agreements: Our
Executive Retention Plan provides participants with accelerated
vesting of equity awards in the event the individuals
employment is terminated without cause, or is constructively
terminated, within 12 months of a change in control of the
Company (as defined in the plan). The intent of the plan is to
enable named executive officers to have a balanced perspective
in making overall business decisions, and to be competitive with
market practices. The Committee believes that change in control
benefits, if structured appropriately, serve to minimize the
distraction caused by a potential transaction and reduce the
risk that key talent would leave the Company before a
transaction closes. We do not provide for
gross-ups of
excise tax values under Section 4999 of the Internal
Revenue Code. Rather, we allow the named executive officer to
reduce the benefit received or defer the accelerated vesting of
options to avoid excess payment penalties. Details of each
individual named executive officers benefits, including
estimates of amounts payable in specified circumstances, are
disclosed under Potential Payments Upon Termination or
Change in Control below.)
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SUPPLEMENTARY
COMPENSATION POLICIES
We use several additional policies to ensure that the overall
compensation structure is responsive to stockholder interests
and competitive with the market. Specific policies include:
Stock
Ownership Requirements
To ensure that our executive management teams interests
are aligned with our stockholders, we instituted stock ownership
requirements in October 2005. Minimum ownership levels are based
on the executives salary grade:
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CEO: 150,000 shares
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CFO/COO: 85,000 shares
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Group Presidents and Executive Vice Presidents:
35,000 shares
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Chief Accounting Officer (if not otherwise included above):
20,000 shares
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Each person holding one of the positions listed above is
required to acquire and thereafter maintain the stock ownership
required within four years of becoming an executive of the
Company (or four years following the adoption date of these
guidelines).
Stock options and unvested restricted stock or restricted stock
units do not count toward stock ownership requirements. Until an
executive meets the applicable stock ownership requirement, the
executive is encouraged to retain a percentage of any shares
received as a result of the exercise of any stock option or
other equity award, net of the applicable exercise price and tax
withholdings.
As of June 20, 2007, our CEO had reached the stated
ownership requirements. Other named executive officers
have yet to reach the required ownership levels, but are within
the four-year window since adoption of the plan. See the table
below for individual ownership levels relative to the
executives ownership requirement.
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Ownership
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Holdings as of
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Additional Shares
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Executive
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Requirement
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June 20, 2007
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Required
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John Thompson
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150,000
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1,437,518
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0
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James Beer
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85,000
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14,112
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70,888
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Kristof Hagerman
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35,000
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1,219
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33,781
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Thomas Kendra
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35,000
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7,127
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27,873
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Janice Chaffin
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35,000
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28,991
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6,009
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10b5-1
Plans
Our Insider Trading Policy requires that our Chief Executive
Officer, Chief Financial Officer, and each of our directors
conduct open market transactions in our securities only through
use of stock trading plans adopted pursuant to
Rule 10b5-1
of the Securities Exchange Act of 1934.
Rule 10b5-1
allows insiders to sell and diversify their holdings in our
stock over a designated period by adopting pre-arranged stock
trading plans at a time when they are not aware of material
nonpublic information about us, and thereafter sell shares of
our common stock in accordance with the terms of their stock
trading plans. All other executives are strongly encouraged to
trade using 10b5-1 plans.
Limitations
on Deductibility of Compensation
Under Section 162(m) of the Internal Revenue Code, we may
not receive a federal income tax deduction for non-performance
driven compensation paid to the Chief Executive Officer and the
next three most highly compensated executive officers to the
extent that any of these persons receives more than $1,000,000
in compensation in any one year. We believe that all of the
stock options granted to the executive officers under our 1996
Equity Incentive Plan and 2004 Equity Incentive Plan qualify
under Section 162(m) as performance-based compensation. RSU
grants are not performance-based, and therefore are not
deductible. However, deductibility is not the sole factor used
by the Committee in ascertaining appropriate levels or manner of
compensation and
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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. Thompson
prior to the adoption of the stockholder approved incentive plan
may not be deductible under Section 162(m).
Compensation
Committee Interlocks and Insider Participation
The members of Symantecs Compensation Committee during
fiscal year 2007 were Messrs. Schulman, Brown, Coleman and
Mahoney. None of the members of Symantecs Compensation
Committee in fiscal year 2007 was at any time during fiscal year
2007 or at any other time an officer or employee of Symantec or
any of its subsidiaries, and none had or have any relationships
with Symantec that are required to be disclosed under
Item 404 of
Regulation S-K.
None of Symantecs executive officers has served as a
member of the board of directors, or as a member of the
compensation or similar committee, of any entity that has one or
more executive officers who served on our Board or Compensation
Committee during fiscal year 2007.
Compensation
Committee Report
The information contained in the following report of
Symantecs Compensation Committee is not considered to be
soliciting material, filed or
incorporated by reference in any past or future filing by
Symantec under the Securities Exchange Act of 1934 or the
Securities Act of 1933 unless and only to the extent that
Symantec specifically incorporates it by reference.
The Compensation Committee has reviewed and discussed with
management the Compensation Discussion and Analysis
(CD&A) contained in this proxy statement. Based
on this review and discussion, the Compensation Committee has
recommended to the Board that the CD&A be included in this
proxy statement and incorporated into our Annual Report on
Form 10-K
for the fiscal year ended March 30, 2007.
Michael Brown
William T. Coleman
David L. Mahoney
Daniel H. Schulman (Chair)
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Summary
of Compensation
The following table shows for the fiscal year ended
March 30, 2007, compensation awarded to or paid to, or
earned by, the Companys Chief Executive Officer, Chief
Financial Officer and its three other most highly compensated
executive officers at March 30, 2007 (the Named
Executive Officers).
Summary
Compensation Table for Fiscal 2007
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|
|
|
|
|
|
Non-Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
Option
|
|
|
Incentive Plan
|
|
|
All Other
|
|
|
|
|
|
|
Fiscal
|
|
|
Salary
|
|
|
Bonus
|
|
|
Awards
|
|
|
Awards
|
|
|
Compensation
|
|
|
Compensation
|
|
|
Total
|
|
Name and Principal Position
|
|
Year
|
|
|
($)
|
|
|
($)
|
|
|
($)(1)
|
|
|
($)(2)
|
|
|
($)(3)
|
|
|
($)
|
|
|
($)
|
|
|
John W. Thompson
Chairman of the Board of
Directors and Chief
Executive Officer
|
|
|
2007
|
|
|
|
800,000
|
|
|
|
|
|
|
|
|
|
|
|
3,523,104
|
(4)
|
|
|
350,000
|
|
|
|
108,611
|
(5)
|
|
|
4,781,715
|
|
James A. Beer
Executive Vice President and Chief Financial Officer
|
|
|
2007
|
|
|
|
650,000
|
|
|
|
760,000
|
(6)
|
|
|
423,047
|
|
|
|
449,840
|
|
|
|
|
|
|
|
48,326
|
(7)
|
|
|
2,331,213
|
|
Kristof Hagerman
Group President,
Data Center Management
|
|
|
2007
|
|
|
|
453,200
|
|
|
|
733,334
|
(8)
|
|
|
858,878
|
|
|
|
1,559,029
|
|
|
|
126,896
|
|
|
|
1,182
|
|
|
|
3,732,519
|
|
Thomas W. Kendra
Group President,
Security and Data
Management Business Unit
|
|
|
2007
|
|
|
|
450,500
|
|
|
|
1,356,124
|
(9)
|
|
|
858,878
|
|
|
|
1,392,019
|
|
|
|
126,140
|
|
|
|
21,434
|
(10)
|
|
|
4,205,095
|
|
Janice Chaffin
Group President, Consumer Business Unit
|
|
|
2007
|
|
|
|
420,000
|
|
|
|
63,000
|
(11)
|
|
|
858,878
|
|
|
|
1,281,015
|
|
|
|
268,200
|
(12)
|
|
|
31,940
|
(13)
|
|
|
2,923,033
|
|
|
|
|
(1) |
|
Amounts shown in this column reflect our accounting expense for
these restricted stock unit awards and do not reflect whether
the recipient has actually realized a financial benefit from the
awards (such as by vesting in a restricted stock unit award).
This column represents the dollar amount recognized for
financial statement reporting purposes with respect to the 2007
fiscal year for the fair value of restricted stock units granted
to the named executive officers in accordance with
SFAS 123R. Pursuant to SEC rules, the amounts shown exclude
the impact of estimated forfeitures related to service-based
vesting conditions. No stock awards were forfeited by any of
named executive officers during fiscal 2007. For additional
information, including information on the valuation assumptions
with respect to grants made prior to fiscal 2007, refer to
Note 11 of the financial statements in our
Form 10-K
for the year ended March 30, 2007, as filed with the SEC.
See the Grants of Plan-Based Awards table for information on
awards made in fiscal 2007. |
|
(2) |
|
Amounts shown in this column reflect our accounting expense for
these awards and do not reflect whether the recipient has
actually realized a financial benefit from the awards (such as
by exercising stock options). This column represents the dollar
amount recognized for financial statement reporting purposes
with respect to the 2007 fiscal year for the fair value of stock
options granted to the named executive officers. The fair value
was estimated using the Black-Scholes option pricing model in
accordance with SFAS 123R. Pursuant to SEC rules, the
amounts shown exclude the impact of estimated forfeitures
related to service-based vesting conditions. For additional
information, including information on the valuation assumptions
with respect to grants made prior to fiscal 2007, refer to
Note 11 of the financial statements in our
Form 10-K
for the year ended March 30, 2007, as filed with the SEC.
See the Grants of Plan-Based Awards table for information on
awards made in fiscal 2007. |
|
(3) |
|
Unless otherwise indicated, the amount shown for each named
executive officer in this column represents the named executive
officers annual bonus under the officers FY07
Executive Annual Incentive Plan bonus, which was earned in the
2007 fiscal year and paid in the 2008 fiscal year. |
|
(4) |
|
Represents stock option awards granted to Mr. Thompson
prior to fiscal 2007; Mr. Thompson declined his long term
equity incentive grants in fiscal 2007 and 2008. |
|
(5) |
|
Includes (a) term executive life insurance and individual
long term disability insurance premium payments made by the
company, and (b) $88,225 for incremental costs incurred by
the company in connection with |
39
|
|
|
|
|
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. |
|
(6) |
|
Pursuant to his offer letter, Mr. Beer was paid the
following bonuses in the 2007 fiscal year: (a) $260,000,
representing 50% of his annual bonus as calculated under his
FY07 Executive Annual Incentive Plan, and (b) $500,000,
upon the six month anniversary of his employment commencement
date. |
|
(7) |
|
Includes $46,295 in relocation expenses, which represents the
remainder of relocation expenses for Mr. Beer that were not
reported in our 2006 proxy statement. Relocation expenses
include reimbursements made to Mr. Beer for his
out-of-pocket expenses, amounts that were paid directly to third
party vendors and tax gross up for such expenses. |
|
(8) |
|
In connection with the commencement of his employment with
Symantec, Mr. Hagerman was eligible to receive a sign-on
incentive bonus payment of $1,100,000, payable in three equal
installments on the six-month,
12-month,
and 18-month
anniversaries of the closing of the Veritas acquisition in July
2005, so long as Mr. Hagerman was an employee of Symantec
on such payment dates. In fiscal 2007, Mr. Hagerman
received the last two installments of his sign-on incentive
bonus payment totaling $733,334. |
|
(9) |
|
Includes (a) two payments of $303,062 made to
Mr. Kendra in July 2006 and January 2007 as the last two
installments of the $1,818,370 payable to him pursuant to his
offer letter; and (b) $750,000 paid to Mr. Kendra upon
the one year anniversary of the Veritas acquisition pursuant to
his FY06 Executive Supplemental Incentive Plan. |
|
(10) |
|
Includes coverage of expenses related to Mr. Kendras
attendance at the companys sales achievers trip and
board of directors retreat, golf club membership and
reimbursement for tax services. |
|
(11) |
|
Represents the portion of Ms. Chaffins FY06 Executive
Supplemental Incentive Plan bonus resulting from a 35%
multiplier applied to her base bonus of $180,000 (included in
her Non-Equity Incentive Plan Compensation), as
described in further detail in the Retention and Other
Awards section of the Compensation Discussion and Analysis
which starts on page 29. |
|
(12) |
|
Includes $180,000 paid to Ms. Chaffin upon the one year
anniversary of the Veritas acquisition pursuant to her FY06
Executive Supplemental Incentive Plan. |
|
(13) |
|
Represents coverage of expenses related to
Ms. Chaffins attendance at the companys sales
achievers trip. |
The following table shows for the fiscal year ended
March 30, 2007, certain information regarding grants of
plan-based awards to the Named Executive Officers from the 2004
Plan:
Grants of
Plan-Based Awards in Fiscal 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
All Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
|
|
|
|
|
|
|
Grant Date
|
|
|
|
|
|
|
|
|
|
Awards:
|
|
|
All Other Option
|
|
|
Exercise or
|
|
|
Fair Value of
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Awards:
|
|
|
Base Price
|
|
|
Stock and
|
|
|
|
|
|
|
Comp
|
|
|
Shares of
|
|
|
Number of Securities
|
|
|
of Option
|
|
|
Option
|
|
|
|
|
|
|
Committe
|
|
|
Stock or Units
|
|
|
Underlying Options
|
|
|
Awards
|
|
|
Awards
|
|
Name
|
|
Grant Date
|
|
|
Date
|
|
|
(#)
|
|
|
(#)
|
|
|
($/Sh)
|
|
|
($)
|
|
|
John W. Thompson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
James Beer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
|
|
|
$
|
|
|
Kristof Hagerman
|
|
|
4/4/2006
|
|
|
|
3/14/2006
|
|
|
|
100,000
|
|
|
|
|
|
|
$
|
|
|
|
$
|
1,744,000
|
|
|
|
|
5/12/2006
|
|
|
|
4/25/2006
|
|
|
|
|
|
|
|
175,000
|
|
|
$
|
17.02
|
|
|
$
|
877,940
|
|
Thomas W. Kendra
|
|
|
4/4/2006
|
|
|
|
3/14/2006
|
|
|
|
100,000
|
|
|
|
|
|
|
$
|
|
|
|
$
|
1,744,000
|
|
|
|
|
5/12/2006
|
|
|
|
4/25/2006
|
|
|
|
|
|
|
|
175,000
|
|
|
$
|
17.02
|
|
|
$
|
877,940
|
|
Janice Chaffin
|
|
|
4/4/2006
|
|
|
|
3/14/2006
|
|
|
|
100,000
|
|
|
|
|
|
|
$
|
|
|
|
$
|
1,744,000
|
|
|
|
|
5/12/2006
|
|
|
|
4/25/2006
|
|
|
|
|
|
|
|
125,000
|
|
|
$
|
17.02
|
|
|
$
|
627,100
|
|
40
The following table shows for the fiscal year ended
March 30, 2007, certain information regarding outstanding
equity awards at fiscal year end for the Named Executive
Officers.
Outstanding
Equity Awards At 2007 Fiscal Year-End
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Number of
|
|
|
|
|
|
|
|
|
Number of
|
|
|
Market Value
|
|
|
|
|
|
|
|
|
|
Securities
|
|
|
Securities
|
|
|
|
|
|
|
|
|
Shares or
|
|
|
of Shares or
|
|
|
|
|
|
|
|
|
|
Underlying
|
|
|
Underlying
|
|
|
|
|
|
|
|
|
Units of
|
|
|
Units of
|
|
|
|
|
|
|
|
|
|
Unexercised
|
|
|
Unexercised
|
|
|
Option
|
|
|
|
|
|
Stock That
|
|
|
Stock That
|
|
|
|
|
|
|
|
|
|
Options
|
|
|
Options
|
|
|
Exercise
|
|
|
Option
|
|
|
Have Not
|
|
|
Have Not
|
|
|
|
|
|
|
|
|
|
(#)
|
|
|
(#)
|
|
|
Price
|
|
|
Expiration
|
|
|
Vested
|
|
|
Vested
|
|
|
|
|
Name
|
|
Grant Date
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
($)
|
|
|
Date
|
|
|
(#)
|
|
|
($)(13)
|
|
|
|
|
|
John W. Thompson
|
|
|
10/20/2005
|
|
|
|
265,625
|
|
|
|
484,375
|
(1)
|
|
$
|
22.68
|
|
|
|
10/20/2012
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
1/1/2000
|
|
|
|
960,000
|
|
|
|
|
|
|
$
|
7.33
|
|
|
|
1/1/2010
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
12/18/2000
|
|
|
|
2,378,072
|
|
|
|
|
|
|
$
|
4.32
|
|
|
|
12/18/2010
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
12/5/2001
|
|
|
|
3,987,824
|
|
|
|
|
|
|
$
|
8.21
|
|
|
|
12/5/2011
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
10/20/2004
|
|
|
|
302,082
|
|
|
|
197,918
|
(2)
|
|
$
|
27.68
|
|
|
|
10/20/2014
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
James Beer
|
|
|
3/3/2006
|
|
|
|
75,000
|
|
|
|
225,000
|
(3)
|
|
$
|
16.98
|
|
|
|
3/3/2013
|
|
|
|
75,000
|
(11)
|
|
$
|
1,297,500
|
|
|
|
|
|
Thomas W. Kendra
|
|
|
4/4/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
(12)
|
|
$
|
1,730,000
|
|
|
|
|
|
|
|
|
10/20/2005
|
|
|
|
26,562
|
|
|
|
48,438
|
(1)
|
|
$
|
22.68
|
|
|
|
10/20/2012
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
5/12/2006
|
|
|
|
|
|
|
|
175,000
|
(4)
|
|
$
|
17.02
|
|
|
|
5/12/2013
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
1/14/2004
|
|
|
|
237,500
|
|
|
|
62,500
|
(5)
|
|
$
|
17.71
|
|
|
|
1/14/2014
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
10/20/2004
|
|
|
|
42,291
|
|
|
|
27,709
|
(2)
|
|
$
|
27.68
|
|
|
|
10/20/2014
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
Kristof Hagerman
|
|
|
4/4/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
(12)
|
|
$
|
1,730,000
|
|
|
|
|
|
|
|
|
5/12/2006
|
|
|
|
|
|
|
|
175,000
|
(4)
|
|
$
|
17.02
|
|
|
|
5/12/2013
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
10/20/2005
|
|
|
|
14,166
|
|
|
|
25,834
|
(1)
|
|
$
|
22.68
|
|
|
|
10/20/2012
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
7/2/2005
|
|
|
|
36,457
|
|
|
|
51,043
|
(6)
|
|
$
|
21.22
|
|
|
|
7/2/2015
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
4/4/2001
|
|
|
|
56,210
|
|
|
|
|
|
|
$
|
35.09
|
|
|
|
4/4/2011
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
8/31/2001
|
|
|
|
168,630
|
|
|
|
|
|
|
$
|
25.55
|
|
|
|
8/31/2011
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
11/19/2002
|
|
|
|
92,945
|
|
|
|
|
|
|
$
|
14.46
|
|
|
|
11/19/2012
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
2/17/2004
|
|
|
|
206,103
|
|
|
|
18,737
|
(7)
|
|
$
|
29.39
|
|
|
|
2/17/2014
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
2/15/2005
|
|
|
|
118,041
|
|
|
|
84,315
|
(8)
|
|
$
|
21.85
|
|
|
|
2/15/2012
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
Janice Chaffin
|
|
|
4/4/2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
100,000
|
(12)
|
|
$
|
1,730,000
|
|
|
|
|
|
|
|
|
5/12/2006
|
|
|
|
|
|
|
|
125,000
|
(4)
|
|
$
|
17.02
|
|
|
|
5/12/2013
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
12/15/2005
|
|
|
|
21,875
|
|
|
|
48,125
|
(9)
|
|
$
|
17.74
|
|
|
|
12/15/2012
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
5/6/2003
|
|
|
|
341,665
|
|
|
|
18,335
|
(10)
|
|
$
|
11.36
|
|
|
|
5/6/2013
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
10/20/2004
|
|
|
|
42,291
|
|
|
|
27,709
|
(2)
|
|
$
|
27.68
|
|
|
|
10/20/2014
|
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
(1) |
|
Unvested options vest in equal monthly installments on the 20th
of each month ending on October 20, 2009. |
|
(2) |
|
Unvested options vest in equal monthly installments on the 20th
of each month ending on October 20, 2008. |
|
(3) |
|
Unvested options vest in equal monthly installments on the 28th
of each month ending on February 28, 2010. |
|
(4) |
|
Options vest at the rate of 25% on May 12, 2007, and
2.0833% on the 12th of each month ending on May 12, 2010. |
|
(5) |
|
Unvested options vest in equal monthly installments on the 14th
of each month ending on January 14, 2008. |
|
(6) |
|
Unvested options vest in equal monthly installments on the 2nd
of each month ending on July 2, 2009. |
|
(7) |
|
Unvested options vest in equal monthly installments on the 1st
of each month ending on November 1, 2007. |
|
(8) |
|
Unvested options vest in equal monthly installments on the 15th
of each month ending on November 15, 2008. |
|
(9) |
|
Unvested options vest in equal monthly installments on the 15th
of each month ending on December 15, 2009. |
|
(10) |
|
Unvested options vest in equal monthly installments on the 6th
of each month ending on May 6, 2007. |
|
(11) |
|
25,000 shares to vest on March 3, 2008,
25,000 shares to vest on March 3, 2009, and
25,000 shares to vest on March 3, 2010. |
|
(12) |
|
100% of shares to vest on April 4, 2008. |
41
|
|
|
(13) |
|
Market value per share is $17.30 as per the closing price of
Symantec common stock on March 30, 2007. |
The following table shows for the fiscal year ended
March 30, 2007, certain information regarding option
exercises and stock vested during the last fiscal year with
respect to the Named Executive Officers:
Option
Exercises and Stock Vested in Fiscal 2007
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Option Awards
|
|
|
Stock Awards
|
|
|
|
Number of
|
|
|
|
|
|
Number of
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
Shares
|
|
|
|
|
|
|
Acquired
|
|
|
Value Realized
|
|
|
Acquired
|
|
|
Value Realized
|
|
|
|
on Exercise
|
|
|
on Exercise
|
|
|
on Vesting
|
|
|
on Vesting
|
|
Name
|
|
(#)
|
|
|
($)
|
|
|
(#)
|
|
|
($)
|
|
|
John W. Thompson
|
|
|
612,176
|
|
|
$
|
8,038,915
|
|
|
|
|
|
|
$
|
|
|
James Beer
|
|
|
|
|
|
$
|
|
|
|
|
25,000
|
|
|
$
|
417,250
|
|
Thomas W. Kendra
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
Kristof Hagerman
|
|
|
160,000
|
|
|
$
|
973,850
|
|
|
|
|
|
|
$
|
|
|
Janice Chaffin
|
|
|
|
|
|
$
|
|
|
|
|
|
|
|
$
|
|
|
Potential
Payments Upon Termination or
Change-In-Control
Set forth below is a description of the plans and agreements
that could result in potential payouts to the named executive
officers in the case of their termination of employment
and/or a
change in control of Symantec.
Symantec
Executive Retention Plan
In January 2001, the Board approved the Symantec Executive
Retention Plan, to deal with employment termination resulting
from a change in control of the company. The plan was modified
by the Board in July 2002, April 2006 and June 2007. Under the
terms of the plan, all equity compensation awards (including,
among others, options and restricted stock units) granted by the
company to the companys Section 16(b) officers
(including the named executive officers) would become fully
vested and, if applicable, exercisable upon a change in 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 change in control.
John
Thompson
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
Compensation 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. 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 he will be entitled to reimbursement of COBRA premiums
for the maximum period permitted by law. We also began
maintaining a $5 million term executive life insurance
policy on Mr. Thompson for the benefit of his family and
coverage under our long term disability plan that would pay
Mr. Thompson up to $20,000 per month following the
180th day
after any disability.
42
The following table summarizes the value of the payouts to
Mr. Thompson pursuant to Mr. Thompsons
employment agreement and the Symantec Executive Retention Plan,
assuming a qualifying termination as of March 30, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination
|
|
|
|
|
|
|
Without Cause
|
|
|
|
|
|
|
or Constructive
|
|
|
|
|
|
|
Termination
|
|
|
|
|
|
|
Within
|
|
|
|
|
|
|
12 Months of a
|
|
|
|
|
Resignation with Good Reason or
|
|
Change of
|
|
|
|
|
Termination Without Cause
|
|
Control
|
|
Termination Due to Death
|
|
Termination Due to Disability
|
|
|
Option
|
|
Cobra
|
|
Option
|
|
Option
|
|
Death
|
|
Option
|
|
Long Term Disability
|
Severance Pay
|
|
Vesting
|
|
Premiums
|
|
Vesting
|
|
Vesting
|
|
Benefit
|
|
Vesting
|
|
Benefits
|
|
$
|
1,600,000
|
|
|
$
|
5,988,706
|
|
|
$
|
26,813
|
|
|
$
|
6,791,588
|
|
|
$
|
5,988,706
|
|
|
$
|
5,000,000
|
|
|
$
|
5,988,706
|
|
|
|
$25,000/month for 60 months and
$10,000/month for 36 months thereafter
|
|
In the event that Mr. Thompsons employment is
terminated due to his death or disability, the vesting of his
outstanding options will be accelerated by two years.
Additionally, in the case of his death, his designated
beneficiary will be entitled to a single lump sum death benefit
of $5 million (in accordance with Symantecs life
insurance plan), and in the case of his disability, he will be
entitled to disability payments of up to $20,000 a month after
180 days of continued disability (in accordance with
Symantecs long term disability plan). If Mr. Thompson
had died or if the Board had determined that he was disabled as
of March 30, 2007, his beneficiaries would have received
$5 million, or he would have thereafter begun receiving
payments of $25,000 per month for 60 months followed by
payments of $10,000 per month for 36 months, as the case
may be, under these arrangements.
James
Beer
On February 10, 2006, Symantec entered into an employment
letter agreement with James Beer. Pursuant to that agreement,
Mr. Beer was granted an annual base salary of $650,000 and
an annual bonus target of 80% of his annual base salary.
Mr. Beer also received one-time bonus awards in the total
amount of $2 million, payable within 30 days after his
commencement of employment with Symantec. In addition,
Mr. Beer received a separate one-time bonus award of
$500,000, which was payable within 30 days of
August 28, 2006. Under the terms of the agreement, Symantec
also granted to Mr. Beer an option to purchase
300,000 shares of the companys common stock and
100,000 restricted stock units. Mr. Beer is eligible to
participate in Symantecs employee and executive benefit
programs, including Symantec Executive Retention Plan. The
employment letter agreement also provides for severance in the
event Mr. Beers employment is terminated without
cause within the first three years of employment, which
severance is comprised of an amount equal to 12 months of his
base salary at the time of termination and full vesting of his
initial grant of 100,000 restricted stock units. The payment of
the foregoing severance benefits is subject to
Mr. Beers returning a release of claims against
Symantec.
The following table summarizes the value of the payouts to
Mr. Beer pursuant to Mr. Beers employment letter
agreement and the Symantec Executive Retention Plan, assuming a
qualifying termination as of March 30, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination Without
|
|
Termination Without Cause or
|
Cause Prior to
|
|
Constructive Termination Within
|
February 28, 2009
|
|
12 Months of a Change of Control
|
Severance Pay
|
|
RSU Vesting
|
|
Option Vesting
|
|
RSU Vesting
|
|
$
|
650,000
|
|
|
$
|
1,242,411
|
|
|
$
|
1,317,387
|
|
|
$
|
1,242,411
|
|
Kristof
Hagerman
Symantec entered into an employment agreement, dated
December 15, 2004, as amended, with Kristof Hagerman,
which became effective upon such closing on July 2, 2005.
Under the terms of this employment agreement, Mr. Hagerman
was awarded an annual base salary of $440,000 and an annual
target bonus with a target payout of not less than 60% of his
base salary. Mr. Hagerman was granted a stock option to
acquire 87,500 shares of Symantec common stock at an
exercise price of $21.22 (the closing price of Symantec common
stock on the last trading day prior to the date the option was
granted.) These options are scheduled to vest over a four-year
period starting with Mr. Hagermans first day of
employment with Symantec, with 25% of each option vesting after
one year and the balance of the option vesting in 36 successive
equal monthly installments. Mr. Hagerman is also
43
eligible to participate in Symantecs employee benefit
plans and programs, and is entitled to all perquisites of other
Symantec executives at his grade level. If the employment of
Mr. Hagerman is terminated by Symantec without cause (as
defined in such executives agreement) or is terminated due
to death or permanent disability, or if Mr. Hagerman resign
with good reason (i.e. material reduction in responsibilities,
position or salary), then such executive is entitled to the
following:
|
|
|
|
|
All unvested stock options and restricted stock units assumed by
Symantec in its acquisition of Veritas will vest in full at the
time of termination of employment. The exercise period specified
in each of the applicable stock option or restricted stock unit
agreements will apply for exercise after termination of
employment.
|
|
|
|
Full payment of premiums for COBRA continuation health care
coverage for the executive, his spouse and his other eligible
dependents under Symantecs group health plan, until the
earlier of
(i) 12-months
after the first day of the first month after termination of
employment or (ii) the first date that executive receives
coverage under another employers program providing
substantially the same level of benefits without exclusion for
pre-existing medical conditions. The following table summarizes
the value of the payouts to Mr. Hagerman pursuant to
Mr. Hagermans employment agreement and the Symantec
Executive Retention Plan, assuming a qualifying termination as
of March 30, 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Termination Without
|
Termination Without Cause or
|
|
Cause or Constructive
|
Resignation With Good Reason, or
|
|
Termination Within
|
Termination Due to Death or Disability
|
|
12 Months of a Change of Control
|
Option Vesting
|
|
RSU Vesting
|
|
COBRA premiums
|
|
Option Vesting
|
|
RSU Vesting
|
|
$
|
1,080,633
|
|
|
$
|
|
|
|
$
|
21,045
|
|
|
$
|
2,243,439
|
|
|
$
|
885,122
|
|
Thomas
Kendra
On January 14, 2004, Symantec entered into an offer letter
with Thomas W. Kendra. Pursuant to that agreement,
Mr. Kendra was granted an annual base salary of $325,000,
which shall not be reduced during his employment with Symantec,
and an annual bonus target of 60% of his annual base salary.
Mr. Kendra also received a one-time bonus in the amount of
$285,000 that was paid within 30 days of his hiring. Under
the terms of the agreement, Symantec also granted to
Mr. Kendra an option to purchase 300,000 shares of the
companys common stock (on a split-adjusted basis).
Mr. Kendra is eligible to participate in all employee
benefit plans and perquisites applicable to an employee of his
grade level.
The following table summarizes the value of the payouts to
Mr. Kendra pursuant to the Symantec Executive Retention
Plan, assuming a qualifying termination as of March 30,
2007:
|
|
|
|
|
|
|
Termination Without Cause or
|
Constructive Termination Within
|
12 Months of a Change of Control
|
Option Vesting
|
|
RSU Vesting
|
|
$
|
2,107,167
|
|
|
$
|
885,122
|
|
Janice
Chaffin
The following table summarizes the value of the payouts to
Ms. Chaffin pursuant to the Symantec Executive Retention
Plan, assuming a qualifying termination as of March 30,
2007:
|
|
|
|
|
|
|
Termination Without Cause or
|
Constructive Termination Within
|
12 Months of a Change of Control
|
Option Vesting
|
|
RSU Vesting
|
|
$
|
1,285,494
|
|
|
$
|
885,122
|
|
Related-Person
Transactions Policy and Procedures
In 2007, Symantec
adopted a written Related-Person Transactions Policy that sets
forth the companys policies and procedures regarding the
identification, review, consideration and approval or
ratification of related-persons
44
transactions. For purposes of our policy only, a
related-person transaction is a transaction,
arrangement or relationship (or any series of similar
transactions, arrangements or relationships) in which Symantec
and any related person are participants involving an
amount that exceeds $120,000. Transactions involving
compensation for services provided to Symantec as an employee,
director, consultant or similar capacity by a related person are
not covered by this policy. A related person is any Symantec
executive officer, director, or more than 5% stockholder,
including any of their immediate family members, and any entity
owned or controlled by such persons.
Under the policy, where a transaction has been identified as a
related-person transaction, management must present information
regarding the proposed related-person transactions to the
Nominating and Governance Committee for consideration and
approval or ratification. The presentation must include a
description of, among other things, the material facts, the
interests, direct and indirect, of the related persons, the
benefits to Symantec of the transaction and whether any
alternative transactions were available. To identify
related-person transactions in advance, Symantec employs an
internal departmental canvassing process based on information
supplied by its executive officers and directors. In considering
related-person transactions, the Committee takes into account
the relevant available facts and circumstances including, but
not limited to (a) the risks, costs and benefits to
Symantec, (b) the impact on a directors independence
in the event the related person is a director, immediate family
member of a director or an entity with which a director is
affiliated, (c) the terms of the transaction, (d) the
availability of other sources for comparable services or
products and (e) the terms available to or from, as the
case may be, unrelated third parties or to or from employees
generally. In the event a director has an interest in the
proposed transaction, the director must recuse himself or
herself from the deliberations and approval. The policy requires
that, in determining whether to approve, ratify or reject a
related-party transaction, the Committee look at, in light of
known circumstances, whether the transaction is in, or is not
inconsistent with, the best interests of Symantec and its
stockholders, as the Committee determines in the good faith
exercise of its discretion.
The Nominating and Governance Committee has pre-approved the
following types of related person transactions, even if the
aggregate amount involved exceeds $120,000: (a) any
transaction with another company at which a related person is a
director or an employee if the aggregate amount involved does
not exceed the greater of $2,000,000, or three percent of that
companys total annual gross revenues, provided that the
transaction involves the purchase of either companys goods
and services and the transaction is subject to usual trade terms
and is in the ordinary course of business and the related person
is not involved in the negotiation of the transaction;
(b) any compensation paid to a director if the compensation
is required to be reported in Symantecs proxy statement
under Item 402 of
Regulation S-K;
(c) any transaction where the related persons interest
arises solely from the persons position as a director of
the company that is a party to the transaction; or (d) any
transaction where the related persons interest arises
solely from the ownership of the companys common stock and
all holders of the companys common stock received the same
benefit on a pro rata basis (e.g. dividends).
Certain
Related-Person Transactions
Symantecs Certificate of Incorporation and Bylaws contain
provisions 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.
45
REPORT OF
THE AUDIT COMMITTEE
The information contained in the following report of
Symantecs Audit Committee is not considered to be
soliciting material, filed or
incorporated by reference in any past or future filing by
Symantec under the Securities Exchange Act of 1934 or the
Securities Act of 1933 unless and only to the extent that
Symantec specifically incorporates it by reference.
The Audit Committee is comprised solely of independent
directors, as defined 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 Symantecs financial reporting
process on behalf of the Board. Management has primary
responsibility for the financial statements and the reporting
process, including the systems of internal controls. In
fulfilling its oversight responsibilities, the Audit Committee
reviewed the audited financial statements in Symantecs
Annual Report on
Form 10-K
for the fiscal year ended March 30, 2007 with management,
including a discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness
of significant judgments, and the clarity of the disclosures in
the financial statements.
The Audit Committee reviewed with Symantecs independent
registered public accounting firm, who are responsible for
expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting
principles, their judgments as to the quality, not just the
acceptability, of Symantecs accounting principles and such
other matters as are required to be discussed with the Audit
Committee under Statement on Auditing Standards No. 61,
Communications with Audit Committees. In addition,
the Audit Committee has discussed with the independent
registered public accounting firm the registered public
accounting firms independence from management and
Symantec, including the matters in the written disclosures
required by professional standards. The Audit Committee also
received and reviewed the independence letter from the
independent registered public accounting firm required by
Independence Standards Board Standard No. 1.
The Audit Committee discussed with Symantecs internal
accountants and independent registered public accounting firm
the overall scope and plans for their respective audits. The
Audit Committee meets with the internal accountants and
independent registered public accounting firm, with and without
management present, to discuss the results of their
examinations, their evaluations of Symantecs internal
controls, and the overall quality of Symantecs financial
reporting.
The Audit Committee also received the report of management
contained in Symantecs Annual Report on
Form 10-K
for the fiscal year ended March 30, 2007, as well as
KPMGs Report of Independent Registered Public Accounting
Firm included in Symantecs Annual Report on
Form 10-K
related to its audit of (i) the consolidated financial
statements and financial statement schedule,
(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 Symantecs efforts
related to its internal control over financial reporting and
managements preparations for the evaluation in fiscal 2008.
In reliance on the reviews and discussions referred to above,
the Audit Committee recommended to the Board (and the Board has
approved) that the audited financial statements be included in
Symantecs Annual Report on
Form 10-K
for the fiscal year ended March 30, 2007 for filing with
the SEC.
By: The Audit Committee of the Board of Directors:
David L. Mahoney
Robert S. Miller
George Reyes
David J. Roux
V. Paul Unruh (Chairman)
46
ADDITIONAL
INFORMATION
Stockholder
Proposals for the 2008 Annual Meeting
Requirements for Stockholder Proposals to be Brought Before
an Annual Meeting. Symantecs bylaws provide
that, for stockholder nominations to the Board or other
proposals to be considered at an annual meeting, the stockholder
must have given timely notice thereof in writing to the
Corporate Secretary at Symantec Corporation, 20330 Stevens Creek
Boulevard, Cupertino, California 95014, Attn: Corporate
Secretary.
To be timely for the 2008 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 15, 2008 and
July 15, 2008. A stockholders notice to the Corporate
Secretary must set forth as to each matter the stockholder
proposes to bring before the annual meeting the information
required by Symantecs bylaws.
Requirements for Stockholder Proposals to be Considered for
Inclusion in the Companys Proxy
Materials. Stockholder proposals submitted
pursuant to
Rule 14a-8
under the Exchange Act and intended to be presented at
Symantecs 2008 annual meeting must be received by the
company not later than April 8, 2008 in order to be
considered for inclusion in Symantecs proxy materials for
that meeting.
Available
Information
Symantec will mail without charge, upon written request, a copy
of Symantecs Annual Report on
Form 10-K
for fiscal year 2007, including the financial statements,
schedule and list of exhibits, and any exhibit specifically
requested. Requests should be sent to:
Symantec
Corporation
20330 Stevens Creek Boulevard
Cupertino, California 95014
Attn: Investor Relations
The Annual Report is also available at www.symantec.com.
Householding
Stockholders Sharing the Same Last Name and Address
Symantec has adopted a procedure approved by the SEC called
householding. Under this procedure, Symantec is
delivering to stockholders who reside at the same address and
have the same last name a single copy of our annual report and
proxy statement, unless Symantec has received contrary
instructions from the affected stockholder. Each stockholder who
participates in householding will continue to receive a separate
proxy card. This procedure reduces our printing costs and
postage fees, and helps protect the environment as well.
Stockholders may revoke their consent at any time by contacting
Broadridge ICS, either by calling toll-free
(800) 542-1061,
or by writing to Broadridge ICS, Householding Department, 51
Mercedes Way, Edgewood, New York, 11717.
Upon written or oral request, Symantec will promptly deliver a
separate copy of the proxy statement to any stockholder at a
shared address to which a single copy of either of those
documents was delivered. To receive a separate copy of the
annual report or proxy statement, you may write or call
Symantecs Investor Relations Department at 20330 Stevens
Creek Boulevard, Cupertino, California 95014, Attention:
Investor Relations, telephone number
(408) 517-8324.
47
Any stockholders of record who share the same address and
currently receive multiple copies of Symantecs proxy
statement who wish to receive only one copy in the future can
contact Symantecs Investor Relations Department at
the address or telephone number listed above to participate in
the householding program.
A number of brokerage firms have instituted householding. If you
currently hold your Symantec shares in street name,
please contact your bank, broker or other holder of record to
request information about householding.
OTHER
MATTERS
The Board does not presently intend to bring any other business
before the meeting and, so far as is known to the Board, no
matters are to be brought before the meeting except as specified
in the notice of the meeting. As to any business that may arise
and properly come before the meeting, however, it is intended
that proxies, in the form enclosed, will be voted in respect
thereof in accordance with the judgment of the persons voting
such proxies.
48
ANNEX A
SYMANTEC
CORPORATION
2000 DIRECTOR EQUITY INCENTIVE PLAN, AS AMENDED
As Proposed to be Amended
1. Purpose. The purpose of this
Symantec Corporation 2000 Directors Equity Incentive Plan
(the Plan) is to provide members of the Board of
Directors (the Board) of Symantec Corporation (the
Company) with an opportunity to receive Common Stock
of the Company for all or a portion of the retainer payable to
each Director of the Company (the Retainer).
2. Stock Issuance. Subject to the
approval of this Plan by the Stockholders of the Company, not
less than 50% of the Retainer payable to each Director of the
Company, currently set at $50,000 per year, shall be payable in
the form of an award of unrestricted, fully-vested shares of
Common Stock of the Company (the Stock).
3. Election by Directors. Each
Director shall, at the first meeting of the Board held after
Stockholder approval of this Plan and thereafter at the first
meeting of the Board held in each fiscal year beginning with
fiscal year 2002, elect to receive up to all of the Retainer
payable to such Director in the form of Stock. Each Director
shall specify what portion, from 50% to 100%, of the Retainer
shall be paid to such Director in Stock; provided, that if no
election is made by a Director at such meeting, such Director
shall be deemed to have elected to receive 50% of the Retainer
in Stock.
4. Amount of Stock. The number of
shares of Stock to be issued each year to each Director pursuant
to this Plan shall be the portion of the Retainer for such year
which the Director has elected (or deemed to have elected) to be
paid in Stock, divided by the fair market value of the Common
Stock of the Company on the date such election is made (or
deemed to have been made) by such Director (the Fair
Market Value).
5. Number of Shares. The total
number of shares reserved for issuance under the Plan shall be
150,000 shares of Common Stock. In the event that the
number of outstanding shares of the Companys Common Stock
is changed by a stock dividend, recapitalization, stock split,
reverse stock split, subdivision, combination, reclassification
or similar change in the capital structure of the Company
without consideration, then (a) the number of shares
reserved for issuance under this Plan, and (b) the Stock
subject to outstanding awards under this Plan, will be
proportionately adjusted, subject to any required action by the
Board or the stockholders of the Company and compliance with
applicable securities laws; provided, however, that
fractions of a share of Stock will not be issued but will either
be replaced by a cash payment equal to the Fair Market Value of
such fraction of a share or will be rounded up to the nearest
whole share, as determined by the Administrator (defined below).
6. Administration of Plan. This
Plan shall be administered by the Board of Directors of the
Company or by a committee of at least two Board members to which
administration of the Plan is delegated by the Board (in either
case, the Administrator). The Administrator shall
ratify and approve all awards of Stock to the Directors pursuant
to this Plan. All questions of interpretation, implementation,
and application of this Plan shall be determined by the
Administrator. Such determinations shall be final and binding on
all persons.
7. Amendment to the Plan. The Board
may at any time amend, alter, suspend or discontinue this Plan.
No amendment, alteration, suspension or discontinuance shall
require shareholder approval unless such amendment would
increase the number of shares of Stock issuable under this Plan.
A-1
PROXY
SYMANTEC CORPORATION
WORLD HEADQUARTERS
20330 STEVENS CREEK BOULEVARD
CUPERTINO, CALIFORNIA 95014
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 13, 2007
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder(s) appoints John W. Thompson, James A. Beer 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 of Symantec Corporation ( Symantec ) that are held of record by
the undersigned as of July 17, 2007, which the undersigned is entitled to vote at the Annual
Meeting of Stockholders of Symantec to be held on September 13, 2007, at Symantec Corporation,
World Headquarters, 20330 Stevens Creek Boulevard, Cupertino, California, at 8:30 a.m. (Pacific
time), and at any adjournments or postponements thereof.
THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED IN A TIMELY MANNER, WILL BE VOTED AT THE ANNUAL
MEETING AND AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF IN THE MANNER DESCRIBED HEREIN. IF NO
CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF ELECTING THE NINE NOMINEES
IDENTIFIED HEREIN TO THE BOARD OF DIRECTORS, FOR PROPOSALS 2 AND 3 AND AGAINST PROPOSAL 4, 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
þ PLEASE MARK VOTES AS IN THIS EXAMPLE.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE
ELECTION OF ALL NOMINEES IN PROPOSAL 1, FOR
PROPOSALS 2 AND 3 AND AGAINST PROPOSAL 4
1. To elect nine 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.
NOMINEES: (01) Michael Brown, (02) William T. Coleman, (03) Frank E. Dangeard, (04) David L.
Mahoney, (05) Robert S. Miller, (06) George Reyes, (07) Daniel H. Schulman, (08) John W.
Thompson and (09) V. Paul Unruh
FOR ALL NOMINEES ¨ WITHHELD FROM ALL ¨ FOR ALL EXCEPT
NOMINEES
¨ For all nominees except as noted above
FOR AGAINST ABSTAIN
2. To approve an amendment and restatement to Symantecs
2000 Director Equity Incentive Plan to
increase the number of shares authorized
for issuance thereunder from 100,000 to
150,000. ¨ ¨ ¨ |
FOR AGAINST ABSTAIN
3. To ratify the selection of KPMG LLP
as Symantecs independent registered
public accounting firm for the 2008
fiscal year. ¨ ¨ ¨
FOR AGAINST ABSTAIN
4. Stockholder proposal that the Symantec board of
directors adopt a policy that shareholders be
given the opportunity at each annual meeting of
shareholders to vote on an advisory resolution to
ratify the compensation of the named executive
officers. ¨ ¨ ¨
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT ¨
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.
Signature:
Date:
Signature:
Date: |