Symantec Corporation (NASDAQ:SYMC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
The stockholders of Symantec Corporation (the “Company”) approved amendments to Company’s 2013 Equity Incentive Plan, as amended (the “EIP”), at the Annual Meeting of Stockholders of the Company held on October5, 2017 (the “Annual Meeting”). The Board of Directors (the “Board”) of the Company approved the amendments to the EIP in August 2017, subject to stockholder approval at the Annual Meeting. Accordingly, the EIP amendments became effective upon stockholder approval at the Annual Meeting. The Company’s named executive officers may participate in this plan.
As a result of stockholder approval of the amendments to the Company’s EIP at the Annual Meeting, the EIP was amended to increase the number of authorized shares of the Company’s common stock issuable thereunder by 8,000,000 shares, prohibit dividend payments on unvested equity awards under the EIP, and require that all awards granted under the EIP shall be subject to the Company’s insider trading and recoupment policies in accordance with the clawback policy adopted by the Board.
The foregoing description of the EIP is qualified in its entirety by reference to the full text of the EIP, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September29, 2017.
| Item 5.02 | Submission of Matters to a Vote of Security Holders. |
The Company’s 2017 Annual Meeting of Stockholders was held on October5, 2017. Set forth below are the matters the stockholders voted on and the final voting results.
Proposal 1: Election of Directors:
|
Nominee |
VotesFor |
VotesAgainst |
Abstentions |
Broker Non- Votes |
|
Gregory S. Clark |
510,039,107 | 3,745,483 | 319,166 | 45,392,914 |
|
Frank E. Dageard |
510,396,058 | 3,370,000 | 337,698 | 45,392,914 |
|
Kenneth Y. Hao |
506,977,150 | 6,739,918 | 386,688 | 45,392,914 |
|
David W. Humphrey |
506,996,924 | 6,764,676 | 342,156 | 45,392,914 |
|
GeraldineB.Laybourne |
507,861,036 | 6,043,984 | 198,736 | 45,392,914 |
|
David L. Mahoney |
497,343,178 | 16,550,009 | 210,569 | 45,392,914 |
|
Robert S. Miller |
499,728,483 | 14,174,720 | 200,553 | 45,392,914 |
|
Anita M. Sands |
513,607,313 | 301,319 | 195,124 | 45,392,914 |
|
Daniel H. Schulman |
448,277,588 | 63,000,886 | 2,825,282 | 45,392,914 |
|
V. Paul Unruh |
508,260,066 | 5,473,955 | 369,735 | 45,392,914 |
|
SuzanneM.Vautrinot |
513,605,527 | 302,488 | 195,741 | 45,392,914 |
Each of the eleven nominees were elected to the Board of Directors, each to hold office until the next annual meeting of stockholders and until his or her successor has been duly elected or until his or her earlier resignation or removal.
Proposal 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2018 fiscal year:
|
Votes For |
VotesAgainst |
Abstentions |
BrokerNon-Votes |
|
554,168,434 |
5,114,568 | 213,668 |
The appointment was ratified.
Proposal 3: Amendments to the Company’s 2013 Equity Incentive Plan, as amended:
|
Votes For |
VotesAgainst |
Abstentions |
BrokerNon-Votes |
|
423,346,783 |
90,341,281 | 415,692 | 45,392,914 |
The proposal was approved.
Proposal 4: Advisory vote to approve the Company’s executive compensation:
|
VotesFor |
VotesAgainst |
Abstentions |
BrokerNon-Votes |
|
446,042,483 |
67,618,356 | 442,917 | 45,392,914 |
The proposal was approved.
Proposal 5: Advisory vote on the frequency of future advisory votes to approve the Company’s executive compensation:
|
OneYear |
TwoYears |
ThreeYears |
Abstentions |
BrokerNon-Votes |
|
474,750,137 |
475,724 | 38,548,022 | 329,873 | 45,392,914 |
Based on the results of the vote, and consistent with the Board’s recommendation, the Board has determined to hold an advisory vote on executive compensation every year until the next required advisory vote on the frequency of future advisory votes on executive compensation.
Proposal 6: Stockholder proposal regarding executive pay confidential voting:
|
Votes For |
VotesAgainst |
Abstentions |
BrokerNon-Votes |
|
11,455,214 |
501,800,547 | 847,995 | 45,392,914 |
The proposal was not approved.
Proposal 7: Stockholder proposal regarding executives to retain significant stock:
|
Votes For |
VotesAgainst |
Abstentions |
BrokerNon-Votes |
|
19,164,587 |
492,827,181 | 2,111,988 | 45,392,914 |
The proposal was not approved.
About Symantec Corporation (NASDAQ:SYMC)
Symantec Corporation is a United States-based cybersecurity company. The Company operates its business on a global civilian cyber intelligence threat network and tracks a range of threats across the Internet from various mobile devices, endpoints and servers across the globe. The Company’s segments include Consumer Security and Enterprise Security. The Consumer Security segment includes Norton-branded services, which provide multi-layer security and identity protection on desktop and mobile operating systems, to defend against online threats to individuals, families and small businesses. The Enterprise Security segment protects organizations so they can securely conduct business while leveraging new platforms and data. The Enterprise Security segment includes its threat protection products, information protection products, cyber security services and Website security services. The Company’s services include consulting services, customer success services and education services.