Current Report Filing (8-k)
October 06 2017 - 4:32PM
Edgar (US Regulatory)
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):
October 5, 2017
Symantec Corporation
(Exact Name of Registrant
as Specified in its 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
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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))
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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.
☐
Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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The stockholders of Symantec Corporation (the Company) approved amendments to Companys 2013 Equity Incentive Plan, as
amended (the EIP), at the Annual Meeting of Stockholders of the Company held on October 5, 2017 (the Annual Meeting). The Board of Directors (the Board) of the Company approved the amendments to the EIP in
August 2017, subject to stockholder approval at the Annual Meeting. Accordingly, the EIP amendments became effective upon stockholder approval at the Annual Meeting. The Companys named executive officers may participate in this plan.
As a result of stockholder approval of the amendments to the Companys EIP at the Annual Meeting, the EIP was amended to increase
the number of authorized shares of the Companys common stock issuable thereunder by 8,000,000 shares, prohibit dividend payments on unvested equity awards under the EIP, and require that all awards granted under the EIP shall be subject to the
Companys insider trading and recoupment policies in accordance with the clawback policy adopted by the Board.
The foregoing
description of the EIP is qualified in its entirety by reference to the full text of the EIP, which will be filed as an exhibit to the Companys Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2017.
Item 5.07
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Submission of Matters to a Vote of Security Holders.
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The Companys 2017 Annual Meeting of
Stockholders was held on October 5, 2017. Set forth below are the matters the stockholders voted on and the final voting results.
Proposal 1:
Election of Directors:
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Nominee
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Votes For
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Votes Against
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Abstentions
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Broker Non-
Votes
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Gregory S. Clark
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510,039,107
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3,745, 483
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319,166
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45,392,914
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Frank E. Dageard
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510,396,058
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3,370,000
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337,698
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45,392,914
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Kenneth Y. Hao
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506,977,150
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6,739,918
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386,688
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45,392,914
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David W. Humphrey
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506,996,924
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6,764,676
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342,156
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45,392,914
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Geraldine B. Laybourne
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507,861,036
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6,043,984
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198,736
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45,392,914
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David L. Mahoney
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497,343,178
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16,550,009
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210,569
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45,392,914
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Robert S. Miller
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499,728,483
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14,174,720
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200,553
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45,392,914
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Anita M. Sands
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513,607,313
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301,319
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195,124
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45,392,914
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Daniel H. Schulman
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448,277,588
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63,000,886
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2,825,282
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45,392,914
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V. Paul Unruh
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508,260,066
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5,473,955
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369,735
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45,392,914
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Suzanne M. Vautrinot
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513,605,527
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302,488
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195,741
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45,392,914
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Each of the eleven nominees were elected to the 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 Companys independent registered public accounting firm for the 2018 fiscal year:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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554,168,434
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5,114,568
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213,668
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0
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The appointment was ratified.
Proposal 3: Amendments to the Companys 2013 Equity Incentive Plan, as amended:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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423,346,783
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90,341,281
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415,692
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45,392,914
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The proposal was approved.
Proposal 4: Advisory vote to approve the Companys executive compensation:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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446,042,483
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67,618,356
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442,917
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45,392,914
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The proposal was approved.
Proposal 5: Advisory vote on the frequency of future advisory votes to approve the Companys executive compensation:
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One Year
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Two Years
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Three Years
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Abstentions
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Broker Non-Votes
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474,750,137
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475,724
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38,548,022
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329,873
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45,392,914
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Based on the results of the vote, and consistent with the Boards recommendation, the Board has determined to hold an advisory vote
on executive compensation every year until the next required advisory vote on the frequency of future advisory votes on executive compensation.
Proposal 6: Stockholder proposal regarding executive pay confidential voting:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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11,455,214
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501,800,547
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847,995
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45,392,914
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The proposal was not approved.
Proposal 7: Stockholder proposal regarding executives to retain significant stock:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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19,164,587
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492,827,181
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2,111,988
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45,392,914
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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.
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SYMANTEC CORPORATION
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Dated: October 6, 2017
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By:
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/s/
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Scott C. Taylor
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Name:
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Scott C. Taylor
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Title:
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Executive Vice President, General Counsel and Secretary
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