Current Report Filing (8-k)

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 19, 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		Name of each exchange on which registered
Common Stock, par value $0.01 per share		NLOK		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 5.07

Submission of Matters to a Vote of Security Holders.

The 2019 Annual Meeting of Stockholders of NortonLifeLock Inc. (the “Company”) was held on December 19, 2019. Set forth below are the matters the stockholders voted on and the final voting results.

Proposal 1: Election of Directors:

Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Sue Barsamian	472,815,202	6,613,377	263,889	53,848,697
Frank E. Dangeard	461,080,512	18,341,976	269,980	53,848,697
Nora M. Denzel	466,081,407	13,349,886	261,175	53,848,697
Peter A. Feld	464,237,288	15,203,702	251,478	53,848,697
Kenneth Y. Hao	462,293,732	17,138,371	260,365	53,848,697
David W. Humphrey	462,200,033	17,243,051	249,384	53,848,697
Vincent Pilette	469,717,514	9,713,123	261,831	53,848,697
V. Paul Unruh	469,813,354	9,620,549	258,565	53,848,697

Each of the eight nominees was elected to the Company’s 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 2020 fiscal year:

Votes For	Votes Against	Abstentions	Broker Non-Votes
528,686,336	4,439,655	415,174	0

The appointment was ratified.

Proposal 3: Advisory vote to approve the Company’s executive compensation:

Votes For	Votes Against	Abstentions	Broker Non-Votes
345,551,459	118,341,895	15,799,114	53,848,697

The proposal was approved.

Proposal 4: Stockholder proposal regarding independent board chairman:

Votes For	Votes Against	Abstentions	Broker Non-Votes
189,188,490	274,883,969	15,620,009	53,848,697

The proposal was not approved.

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.