UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 29, 2007
Symantec Corporation
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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000-17781
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77-0181864 |
(State or Other Jurisdiction of
Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 20330 Stevens Creek Blvd., Cupertino, CA
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95014 |
| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code (408) 517-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
Adoption of FY08 Long Term Incentive Plan (LTIP)
On June 29, 2007, the Company adopted the FY08 Long Term Incentive Plan for its executive officers
(other than our Chairman and Chief Executive Officer, who declined to participate in the plan) (the
“Participants”). Under the terms of this plan, the Participants will be eligible to receive
performance-based compensation based upon the level of attainment of target performance metrics
through the Company’s fiscal year ending March 31, 2008 (the “Performance Period”). The
long-term incentive will be measured at the end of the Performance Period and paid following the
last day of the second (2nd) fiscal year following the end of the Performance Period (the “Payment
Date”). 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 Company’s operating cash flow achievement for the Performance Period against target operating
cash flow for the Performance Period will be used to determine the eligibility for a payment. A
100% payment will be paid to a participant if 100% of budgeted operating cash flow is attained with
respect to the Performance Period (the “Target LTIP Award”). 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 200% of the Target LTIP Award if at least 120% of
budgeted Operating Cash Flow is attained with respect to the Performance Period.
Amendments to FY08 Executive Annual Incentive Plan
On May 1, 2007, the Company adopted the FY08 Executive Annual Incentive Plans for its executive
officers, including the named executive officers, as previously disclosed. On June 29, 2007, the
Company amended the metrics and weighting for the bonus amounts applicable to group presidents
responsible for a specific business segment, which are now as follows: (a) achievement of targeted
annual revenue growth of Symantec (35% weighting); (b) achievement of targeted annual earnings per
share growth of Symantec (35% weighting); and (c) achievement of the specific business segment’s
contribution margin (30% weighting). For all other executive officers, the previously reported
metrics and weighting remain unchanged.
Amendments to Executive Retention Plan
On June 29, 2007, the Company adopted amendments the Symantec Executive Retention Plan. The
amendments expanded the plan to cover a second group of beneficiaries referred to as “Group 2”
beneficiaries. Under the Plan as amended, the two groups of beneficiaries are: (i) the chief
executive officer, group presidents, and other executive officers of Company who are designated as
Section 16(b) officers or are otherwise designated as “Group 1” beneficiaries by the Company’s
Compensation Committee; and (ii) any other employees who are designated as “Group 2” beneficiaries
by the Company’s Compensation Committee, based on recommendations made by the chief executive
officer. Pursuant to the terms of the plan, if the employment of a beneficiary is terminated
other than for cause, (or, in the case of a “Group 1” beneficiary only, if the beneficiary resigns
following a constructive termination), within 12 months after a change in control of the Company,
all equity compensation awards granted by the Company to such beneficiary shall become fully vested
and, if applicable, exercisable.