Current Report Filing (8-k)
August 27 2019 - 4:42PM
Edgar (US Regulatory)
0000849399
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0000849399
2019-08-20
2019-08-21
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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): August 21, 2019
Symantec Corporation
(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)
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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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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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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. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Retention Arrangements
On
August 21, 2019, the Compensation and Leadership Development Committee (the “Committee”) of the Board
of Directors (the “Board”) of Symantec Corporation (the “Company”) approved
enhanced severance and retention arrangements (the “Retention Arrangements”) for certain executives of
the Company, including Vincent Pilette, the Company’s Executive Vice President and Chief Financial Officer, Scott C. Taylor,
the Company’s Executive Vice President, General Counsel and Secretary and Amy L. Cappellanti-Wolf, the Company’s Senior
Vice President and Chief Human Resources Officer (the “Executives”) in connection with the sale
of certain assets of the Company’s enterprise security business to Broadcom Inc. as disclosed on a Current Report on Form
8-K, filed by the Company with the Securities and Exchange Commission on August 8, 2019 (the “Asset Sale Transaction”).
Pursuant to the Retention Arrangements, if an Executive is employed with the Company through the closing of the Asset Sale Transaction
(the “Closing”) and (i) through a transition period (the “Transition Period”),
or (ii) is terminated by the Company without cause prior to the end of the Transition Period, such Executive shall be entitled
to receive, effective as of the earlier of the Executive’s termination date or the end of the Transition Period (a) a cash
payment equal to such Executive’s annual base salary, (b) a cash payment equal to such Executive’s target bonus (increased
pro rata for any additional period of service in the Transition Period) under the Company’s Executive Annual Incentive Plan,
and (c) vesting as to 50% of such Executive’s unvested equity as of the Closing (the “Unvested Equity”).
Such
Executive shall also be entitled to receive between 75% and 150% acceleration of the additional 50% 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 during the Transition Period and (z) a 20 consecutive business day measurement from July
1, 2020 through December 31, 2020.
The foregoing description
of the Retention Arrangements is qualified in its entirety by reference to the full text of the Retention Arrangement agreements,
which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ending
October 4, 2019.
Restricted
Stock Award
In
connection with the Asset Sale Transaction, on August 21, 2019 the Committee also approved the removal of all vesting conditions
with respect to the restricted stock award of 155,429 shares of the Company’s common stock granted to Vincent Pilette, the
Company’s Executive Vice President and Chief Financial Officer.
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: August 27, 2019
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By:
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/s/ Scott C. Taylor
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Scott C. Taylor
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Executive Vice President, General Counsel and Secretary
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