Current Report Filing (8-k)
January 19 2021 - 4:16PM
Edgar (US Regulatory)
0000849399
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0000849399
2021-01-19
2021-01-19
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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): January 19, 2021
NortonLifeLock Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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000-17781
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77-0181864
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(State
or Other Jurisdiction of
Incorporation)
|
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
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60
E. Rio Salado Parkway, Suite
1000, Tempe,
AZ
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85281
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
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):
¨ 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
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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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NLOK
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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. ¨
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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On January 19, 2021, the Board of Directors (the “Board”)
of NortonLifeLock Inc. (the “Company”) appointed Sherrese M. Smith, 48 and Emily Heath, 46 to serve as members of the
Board, effective as of such date.
Ms. Smith has served as a corporate partner at Paul Hastings
LLP, a global law firm, since 2013, where she is a member of the firm’s media, technology and telecommunications practice
and currently serves as Vice-Chair of the firm’s data privacy and cybersecurity practice. Ms. Smith regularly
counsels companies on complex transactional and regulatory issues, including data privacy and cybersecurity and breach response
issues across various jurisdictions (including the U.S., the EU and Asia). Prior to joining Paul Hastings, Ms. Smith served as
Chief Counsel to Chairman Julius Genachowski at the Federal Communications Commission from 2009 to 2013, before which she was Vice
President and General Counsel of Washington Post Digital, and served in other leadership positions from 2002 to 2009. Ms. Smith
also currently serves as a member of the Board of Directors of Cable One, Inc., a broadband communications provider. Ms. Smith
holds a bachelor’s degree in Finance from the University of South Carolina and a Juris Doctor from the Northwestern University
Pritzker School of Law.
Ms.
Heath has served as Senior Vice President, Chief Trust and Security Officer at DocuSign, Inc., a leading e-signature and
Agreement Cloud company, since October 2019. Prior to that, Ms. Heath served as Vice President, Chief Information Security
Officer at United Airlines, Inc. from February 2017 through October 2019. Before joining United Airlines, Ms. Heath held
numerous positions at AECOM, an infrastructure consulting firm, from 2013 through 2017, most recently as its Vice President,
Chief information Security Officer. Ms. Heath is a former Detective with the British Police where she led investigations into
large scale investment frauds, identity theft and money laundering cases working with London’s Serious Fraud Office,
the Federal Bureau of Investigation and the Securities and Exchange Commission. Ms. Heath currently serves on the Board of
Directors of LogicGate, Inc., a private cloud-based governance, risk and compliance management company. She was educated in
the United Kingdom and is trained in multiple areas of investigations, risk and security.
Ms. Smith and Ms. Heath will both receive a pro-rated portion
of the annual cash and equity retainer that is part of the standard compensation received by the Company’s non-employee directors
for service on the Board and its committees. In addition, Ms. Smith and Ms. Heath will both enter into the Company’s standard
form of indemnification agreement that was previously filed with the Securities and Exchange Commission, which provides for indemnification
of directors to the fullest extent allowed by Delaware law.
There are no arrangements or understandings between Ms. Smith
or Ms. Heath and any other persons pursuant to which they were selected as directors. Neither Ms. Smith nor Ms. Heath has family
relationships with any of the Company’s directors or executive officers and neither has any direct or indirect material interest
in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
On
January 19, 2021, in connection with appointments of Ms. Smith and Ms. Heath to the Board, David Humphrey, a member of the Board
since 2016, resigned from the Board, effective as of such date. Mr. Humphrey’s departure is not the result of any disagreement
with the Company on any matter relating to the Company’s management, policies or practices.
Item
7.01
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Regulation
FD Disclosure.
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A copy of the Company’s press release announcing Ms. Smith’s
and Ms. Heath’s appointments to the Board is attached as Exhibit 99.01 to this Current Report on Form 8-K.
The information included in this Current Report on
Form 8-K under this Item 7.01 (including Exhibit 99.01) shall not be deemed “filed” for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to
the liabilities of that section, nor shall it be deemed incorporated by reference into any filing made by the Company under
the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in
such a filing.
Item 9.01
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Financial Statements and Exhibits.
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(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.
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NortonLifeLock Inc.
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Date:
January 19, 2021
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By:
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/s/
Bryan Ko
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Bryan Ko
Chief Legal Officer & Corporate Secretary
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