Amended Current Report Filing (8-k/a)
May 28 2019 - 4:33PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13
or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 7, 2019
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
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(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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350 Ellis Street, Mountain View, CA
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94043
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants Telephone Number, Including Area Code (650)
527-8000
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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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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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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SYMC
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The Nasdaq Stock Market LLC
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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.
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Explanatory Note
On May 9, 2019, Symantec Corporation (the Company) filed a Current Report on Form
8-K
to
report, among other things, the appointment of Richard S. Rick Hill as Interim President and Chief Executive Officer of Symantec. The Company is filing this Form
8-K/A
as an amendment (Amendment
No. 1) to the aforementioned Form
8-K
to disclose details of Mr. Hills compensation that was expected to be approved in connection with such appointment but was not determined at the time of
the initial filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On May 24, 2019, the Company and Mr. Hill entered into an
at-will
employment agreement regarding the terms of Mr. Hills employment as the Companys Interim President and Chief Executive Officer (the Agreement). A summary of the material
terms and conditions of the Agreement is set forth below. The summary is qualified in all respects by reference to the Agreement, which is attached as Exhibit 10.01 hereto and is incorporated herein by reference.
Mr.
Hills Employment Agreement
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Employment Term.
The term of the Agreement is one year from May 9, 2019 (the Start Date), or until the earlier of the appointment
of a permanent Chief Executive Officer of the Company unless earlier terminated by a vote of a majority of the independent directors of the Board of Directors of the Company (the Board and the term of the Agreement, the Employment
Term).
Base Salary and Bonus.
Mr. Hills annualized base salary is $1,000,000, payable in arrears from April 14,
2019, subject to proration and reduction as provided in the Agreement. He is also eligible for an annual bonus under the Companys Executive Annual Incentive Plan with a target amount of 150% of base salary, subject to proration as provided in
the Agreement. The actual amount of the annual bonus will be determined by the independent members of the Board based on the Companys achievement of targeted performance metrics for the Company in the relevant fiscal year. If
Mr. Hills Employment Term is terminated by the Company other than for Cause (as defined in the Agreement) within three months following the Start Date and Mr. Hill executes and does not revoke a general release of claims against the
Company (the Release Requirement), he will be entitled to receive (i) a lump sum payment equal to three months of his base salary less any base salary previously paid to him and (ii) no less than three months of his annual
target bonus for fiscal year 2020.
Special Monthly Stipend.
Mr. Hill will receive a $40,000 monthly stipend during the Employment
Term to be used for his travel and housing accommodations that are not otherwise covered by the Companys business expense policies.
Grant
of Restricted Stock Units and Performance-Based Stock Options
. On May 24, 2019 (the Grant Date), Mr. Hill was granted the following.
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Time-based RSU Award
: A time-based award of restricted stock units (RSUs) with an aggregate value of
approximately $1,200,000, which vests monthly over twelve months with the first installment vesting on June 1, 2019, provided Mr. Hill continues to serve as Interim Chief Executive Officer of the Company or as a director on the Board on
each vesting date. Mr. Hill will be entitled to
pro-rated
vesting on the RSUs, with a minimum vesting of three months, if his Employment Term is terminated by the Company other than for Cause (as defined
in the Agreement) prior to the
one-year
anniversary of the Start Date.
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Performance Stock Options
: A performance stock option to purchase common stock of the Company (the
Option) with an aggregate value equal to $18,000,000 for maximum performance and $9,000,000 for target level performance. The Option will vest and become exercisable upon satisfaction of both a time-based and performance-based component.
The time-based component of the Option will vest on the
one-year
anniversary of the Start
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Date, provided Mr. Hill continues to serve as Interim Chief Executive Officer of the Company or as a director on the Companys Board on that date. Mr. Hill shall be entitled to
pro-rated
vesting on the time-based component of the Option, for any termination during the Employment Term other than for Cause (as defined in the Agreement) prior to the
one-year
anniversary of the Start Date. The performance component of the Option will be consistent with the Companys FY20 Executive Annual Incentive Plan, to be adopted by the Companys Board or a
Committee thereof.
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Change in Control
. In the event of a Change in Control (as defined in the Agreement), the RSU will
accelerate immediately prior to the Change in Control on a prorated basis. With respect to the Option, in the event of a Change in Control and (i) Mr. Hills employment as Interim Chief Executive Officer is subsequently terminated by
the Company other than for Cause (as defined therein) or Mr. Hill resigns because he is not chief executive officer of the acquiring company following any Change in Control, the vesting of the Option will accelerate in full with respect to both
the time-based and the performance-based vesting (at the target level) requirements regardless of actual performance; or (ii) if immediately before the Change in Control Mr. Hill is not Interim Chief Executive Officer, the vesting of the
Option will accelerate on the Change in Control as to the time-based vesting requirement on a prorated basis based and as to the performance-based vesting (at the target level) requirements regardless of actual performance; or (iii) if after a
Change in Control, the Option is not assumed or substituted for in the Change in Control, the vesting of the Option will accelerate in full with respect to both the time based-vesting requirement and the performance-based vesting requirement (at the
target level.)
Item 9.01 Financial Statements and Exhibits.
(d)
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.
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Symantec Corporation
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Date: May 28, 2019
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By:
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/s/ Scott C. Taylor
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Scott C. Taylor
Executive Vice President, General Counsel and
Secretary
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