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. )
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SYMANTEC CORPORATION | ||||
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 1
Proxy Proposals Discussion:
Say On Pay and Special Meeting Threshold
Annual Meeting: October 25, 2011
James Beer
EVP and CFO
Helyn Corcos
VP, Investor Relations |
 FY11 Board of
Directors 2
Lead Independent
Director
Independent
Director
Non-independent
Director
Stephen M. Bennett
Former President and
CEO
Intuit, Inc.
William T. Coleman III
Partner
Alsop Louie Partners
Geraldine B. Laybourne
Chairman
Alloy Inc.
Robert S.
Miller
Chairman
American International Group
Daniel H. Schulman
Group President, Enterprise Growth,
American Express
Michael
Brown
Chairman
Line 6, Inc.
Frank E. Dangeard
Managing
Partner
Harcourt
David L. Mahoney
Former
co-CEO
McKesson HBOC,
Inc.
and CEO iMcKesson LLC
Enrique Salem
President and
CEO
Symantec Corporation
V. Paul
Unruh
Former CFO and Vice
Chairman
Bechtel Group
John W.
Thomson
Chairman of the
Board
Symantec Corporation |
 FY12 Board of
Directors 3
Independent
Chairman
Independent
Director
Non-independent
Director
Stephen M. Bennett
Stephen M. Bennett
Former President and CEO
Former President and CEO
Intuit, Inc.
Intuit, Inc.
Geraldine B. Laybourne
Geraldine B. Laybourne
Chairman
Chairman
Alloy Inc.
Alloy Inc.
Michael
Brown
Michael
Brown
Chairman
Chairman
Line 6, Inc.
Line 6, Inc.
Robert S.
Miller
Robert S.
Miller
Chairman
Chairman
American International Group
American International Group
Frank E. Dangeard
Frank E. Dangeard
Managing
Partner
Managing
Partner
Harcourt
Harcourt
Daniel H. Schulman
Daniel H. Schulman
Group President, Enterprise Growth,
Group President, Enterprise Growth,
American Express
American Express
V. Paul
Unruh
V. Paul
Unruh
Former CFO and Vice
Chairman
Former CFO and Vice
Chairman
Bechtel Group
Bechtel Group
Enrique Salem
Enrique Salem
President and
CEO
President and
CEO
Symantec Corporation
Symantec Corporation
David L. Mahoney
Former co-CEO
McKesson HBOC, Inc.
and CEO iMcKesson LLC
David L. Mahoney
Former co-CEO
McKesson HBOC, Inc.
and CEO iMcKesson LLC |
 Corporate Governance
Highlights •
Best practices incorporated by Board of Directors
–
Declassified Board
–
Majority Voting
–
Separate Chairman/CEO Roles
–
In FY11, 9 of 11 Members of the Board are Independent Directors
–
Lead Independent Director
•
Stockholders have the right to act by written consent
•
No stockholder rights plan
•
Not permitted to re-price stock options without stockholder
approval
•
No excessive perquisites or tax gross-ups
•
Stock ownership guidelines for Directors & Executive Officers
4 |
 Proxy Proposals for
Annual Meeting 1.
Election of Directors
2.
Ratification of auditor appointment of KPMG LLP
3.
Amendment to our 2000 Director Equity Incentive Plan
4.
Say on Pay
5.
Say on Pay Frequency (Annual)
6.
Stockholder Proposal: Right to call Special Meeting at 10%
Threshold
5 |
 Say on Pay
•
CEO compensation decreased 6% YoY (see Appendix for details)
•
Target CEO equity and total direct compensation levels are well below
peer median targets
–
CEO’s FY11 base salary and target total cash levels approximate the 25th
percentile of peers
–
Prior to the CEO’s FY11 salary increase to bring his salary closer to the 25th
percentile of our peer group, the CEO’s base salary remained the same since
2008 and did not increase upon his promotion to CEO in 2009
–
The CEO’s target equity award grant level declined by 35% in FY11 versus
FY10
–
90% of CEO’s target total direct compensation is performance-based and
approximately 50% is in equity
–
Increases in actual annual incentive payouts in FY11 reflect strong operating
performance in a challenging environment
6
We request your vote FOR
proposal #4: Say on Pay |
 Say on Pay
(Continued) •
We have clawback provisions in our short and long term
incentive plans
•
Change in control practices do not include: payments exceeding
3x executive officers’
total target cash compensation; single
trigger payments; payments with excise tax gross-ups
•
Performance objectives are adjusted for acquisitions
•
We have replaced time-based stock options with performance-
based restricted stock grants for fiscal year 2012
–
We have caps and thresholds in place for all incentive plans
–
Two-thirds of CEO equity will be in performance-based RSUs
7 |
 Right to Call Special
Meeting at 10% Threshold •
We do not believe a 10% threshold for special meetings follows corporate
governance best practices
–
Less
than
10%
of
S&P
500
companies
have
a
10%
threshold
1
•
We already have a 25% threshold for special meetings that is reasonable and
appropriate
–
48%
of
S&P
500
companies
allow
stockholders
rights
to
call
a
meeting
1
–
69%
of
companies
that
allow
rights
have
a
threshold
of
25%
or
higher
1
•
Small, special-interest stockholder groups could abuse the right to call special
meetings
–
These groups could call a special meeting at their sole discretion, at any time, with no duty
to act other than in their own interests
•
Our senior executives regularly engage with our stockholders over governance
matters,
executive
compensation,
stockholder
proposals
and
other
matters
•
Symantec stockholders are protected by a strong and effective corporate
structure and by Delaware state law
8
1. Source: www.SharkRepellent.net
We request your vote AGAINST
stockholder proposal #6:
Special Stockholder Meeting at 10% Threshold |
 Summary
•
We have implemented industry’s best practices on corporate governance
and corporate responsibility matters
–
We maintain a Board Independence policy with all standing committees composed
entirely of independent directors
•
We are improving our execution, as reflected in our last four quarterly
financial results, and will continue to build on this momentum
–
In FY11, we delivered 4% growth in revenue and 16% growth in deferred revenue on a
constant currency basis, and 6% growth in cash flow from operations as reported
•
Requesting your vote FOR
Say on Pay
–
Ensures the long-term success of Symantec and our ability to attract and retain
highly- qualified executive management
•
Requesting your vote AGAINST
the right to call special meeting at 10%
threshold
–
A 25% threshold for special meetings is reasonable and appropriate, and is aligned with
corporate governance best practices
–
With a lower threshold, small groups could abuse the right to call special meetings
9 |
 Thank you
For questions please contact:
Helyn Corcos
hcorcos@symantec.com
(650) 527-5523
Copyright
©
2011
Symantec
Corporation.
All
rights
reserved.
Symantec
and
the
Symantec
Logo
are
trademarks
or
registered
trademarks
of
Symantec
Corporation
or
its
affiliates
in
the
U.S.
and
other
countries.
All
rights
reserved.
VeriSign
and
the
Checkmark
Circle
Design
are
registered
trademarks
of
VeriSign,
Inc.
Symantec
will
acquire
the
Checkmark
Circle
Design
mark
from
VeriSign
as
a
part
of
the
acquisition.
Symantec
plans
to
use
the
Checkmark
Circle
Design
mark
in
connection
with
the
business
after
completion of the acquisition. Other names may be trademarks of their respective
owners. This
document
is
provided
for
informational
purposes
only
and
is
not
intended
as
advertising.
All
warranties
relating
to
the
information
in
this
document,
either
express
or
implied, are disclaimed to the maximum extent allowed by law. The information
in this document is subject to change without notice. 10 |
 11
Appendix |
 Change in CEO
Compensation: FY11 versus FY10 12
Summary of Compensation Details for FY10 & FY11
Enrique Salem, President & CEO
RSUs
(2)
Option Awards
(3)
($)
($)
($)
($)
($)
($)
($)
FY10
$625,000
$292,969
$2,800,000
$2,398,200
$2,888,793
$17,387
$9,022,349
FY11
$750,000
$1,181,250
$3,100,000
$1,732,800
$1,711,658
$33,974
$8,509,682
% Change
20%
303%
11%
-28%
-41%
95%
-6%
(1) Amounts represent values disclosed in the proxy
(2) Amounts reflect grant date fair value of restricted stock unit awards granted
in the year indicated (3) Amounts reflect grant date fair value of options as
disclosed in the SYMC proxy under FASB ASC Topic 718 All Other
Compensation
Total
Salary
Cash LTIP
(1)
Annual
Incentive
(1) |
 Selected Financial
Overview (in $ billions, except per share data and employees)
FY 2009
FY 2010
FY 2011
GAAP Revenue
$6.15
$5.99
$6.19
Non-GAAP EPS
1
Excluding acquisitions
2
$1.52
NA
$1.49
NA
$1.42
$1.51
GAAP Deferred Revenue
$3.06
$3.21
$3.82
Cash flow from Operations
$1.67
$1.69
$1.79
Total Employees
17,426
17,489
18,676
Acquisition headcount
added per period
932
70
1,394
13
1.
Reconciliation of GAAP to Non-GAAP EPS is provided in the appendix
2.
The Purchase accounting related deferred revenue write down from our three acquisitions was
$165 million in FY11
|
 Stock
Performance 14
Peers include ADBE, CA, EMC, LXK, CSCO, QCOM, ADI, HRS, STX, AAPL, JNPR, ERTS, ORCL,
YHOO and NTAP Update YTD chart
10%
15%
16%
11%
SYMC
Peer Average
NASDAQ
S&P 500
1-Year Stock Performance
(4/2/10 -
4/1/11)
10%
30%
23%
0%
SYMC
Peer Average
NASDAQ
S&P 500
3-Year Stock Performance
(3/28/08 -
4/1/11)
11%
(3%)
(1%)
1%
SYMC
Peer Average
NASDAQ
S&P 500
YTD Stock Performance
(1/1/11 -
6/15/11) |
 Reconciliation of
GAAP Statements of Operations to Non-GAAP
1
15
1
Please
refer
to
the
Earnings
Supplemental
Information
on
our
investor
relations
website
at
www.symantec.com/invest |