Current Report Filing (8-k)
December 10 2019 - 4:33PM
Edgar (US Regulatory)
0000849399
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0000849399
2019-12-04
2019-12-05
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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): December 5, 2019
NortonLifeLock
Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
|
|
000-17781
|
|
77-0181864
|
(State
or Other Jurisdiction of
Incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
60
E. Rio Salado Parkway, Suite
1000, Tempe,
AZ
|
|
85281
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
Registrant’s
Telephone Number, Including Area Code (650)
527-8000
(Former
name or former address, if
changed since last report.)
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):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
|
|
Trading
Symbol
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|
Name
of each exchange
on which registered
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Common Stock, par value $0.01 per share
|
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NLOK
|
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The Nasdaq Stock Market LLC
|
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§
230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ¨
If an
emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item
5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
On
December 5, 2019 (the “Effective Date”), the Compensation and Leadership Development Committee of the
Board of Directors of NortonLifeLock Inc. (the “Company”) approved a severance benefit agreement (the
“Agreement”) for the Company’s President, Samir Kapuria, in connection with the Company’s
completed sale of certain assets of the Company’s enterprise security business to Broadcom Inc. on November 4, 2019.
Pursuant
to the Agreement, (in lieu of benefits under any other similar plan or agreement following termination by the Company without
cause or death) if Mr. Kapuria is terminated by the Company without cause or upon his death prior to December 31, 2020, Mr. Kapuria
shall be entitled to receive (a) a cash payment equal to Mr. Kapuria’s annual base salary, (b) a cash payment equal to Mr.
Kapuria’s target bonus (increased pro rata for additional months worked more than twelve months following the Effective
Date) under the Company’s Executive Annual Incentive Plan, and (c) vesting as to 50% of Mr. Kapuria’s unvested equity
as of the Effective Date (the “Unvested Equity”), reduced by any equity that otherwise vests between
the Effective Date and Mr. Kapuria’s termination date.
Mr.
Kapuria shall also be entitled to receive upon such qualifying termination between 75% and 150% acceleration of any additional
remaining Unvested Equity if the average closing price of the Company’s common stock reaches predetermined levels based
50% on each of (y) a 20 consecutive business day measurement from August 20, 2020 through December 31, 2020 and (z) a 20 consecutive
business day measurement from July 1, 2020 through December 31, 2020.
The
Agreement and all benefits thereunder shall terminate effective December 31, 2020.
The
foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed
with this Current Report on Form 8-K as Exhibit 10.01.
Item
9.01 Financial Statements and Exhibits.
(d)
Exhibits
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
|
NortonLifeLock
Inc.
|
|
|
|
Date:
December 10, 2019
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By:
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/s/
Scott C. Taylor
|
|
|
Scott
C. Taylor
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|
|
Executive
Vice President, General Counsel and Secretary
|
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