Current Report Filing (8-k)

Date : 08/30/2019 @ 9:02PM
Source : Edgar (US Regulatory)
Stock : Symantec Corporation (SYMC)
Quote : 23.75  0.0 (0.00%) @ 12:00AM

Current Report Filing (8-k)

0000849399 false 0000849399 2019-08-29 2019-08-30 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

¢

 

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 30, 2019

 

Symantec Corporation

(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.)

 

350 Ellis Street, Mountain View, CA   94043
(Address of Principal Executive Offices)   (Zip Code)

 

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 Trading Symbol Name of each exchange on which registered
Common Stock, par value $0.01 per share SYMC 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On August 30, 2019, Symantec Corporation (the “Company”) and Richard S. Hill, the Company’s Interim President and Chief Executive Officer, entered into a transition services agreement (the “Transition Services Agreement”) 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”). The Transition Services Agreement provides that Mr. Hill will resign from his role as Interim President and Chief Executive Officer following the closing (the “Closing”) of the Asset Sale Transaction at such time as determined by the Board (but not later than December 31, 2019) (the “Resignation Date”). Mr. Hill will continue to serve as the Company’s Interim President and Chief Executive Officer through the Resignation Date. The Company has initiated a search to identify a new President and Chief Executive Officer. Mr. Hill will remain on the Company’s Board through the date of the Company’s next annual meeting of shareholders (the “Annual Meeting”) and thereafter if nominated by the Board and elected by shareholders.

 

Pursuant to the Transition Services Agreement for transition services through the Resignation Date (the “Hill Transition Period”), Mr. Hill will receive his base salary as currently in effect, his special monthly stipend as set forth in his current employment agreement and continue to be eligible to participate in the Company’s benefit programs. Under the Transition Services Agreement, following his Resignation Date, Mr. Hill’s participation in the Company’s FY20 Executive Annual Incentive Plan (the “FY20 EAIP”) will be terminated but he will receive his annual bonus for FY20 at a target level of $1,500,000, pro-rated through December 31, 2019 (or later termination of employment) subject to Mr. Hill’s execution of a release of claims. In addition, Mr. Hill’s restricted stock unit awards granted on May 24, 2019 (the “Hill RSUs”) will continue to vest through and following the Resignation Date for so long as Mr. Hill continues to serve on the Board. The Hill RSUs will accelerate and vest as to 100% if Mr. Hill’s employment with the Company is terminated other than for cause and Mr. Hill is requested to resign from the Board or is not nominated or elected at the Annual Meeting.

 

Under the Transition Services Agreement, the Company and Mr. Hill further agreed to amend the exercisability and vesting provisions of Mr. Hill’s stock option granted on May 24, 2019 (the “Hill Option”). The Hill Option will be exercisable through May 24, 2022 and will vest as follows: (a) 650,000 shares subject to the Hill Option will vest and become exercisable upon the Closing or an earlier change in control of the Company, provided Mr. Hill is employed through the end of the Hill Transition Period or Mr. Hill’s employment is terminated other than for cause prior to the end of the Hill Transition Period; (b) up to 975,000 additional shares subject to the Hill Option will vest and become exercisable provided Mr. Hill is employed through the end of the Hill Transition Period, or Mr. Hill’s employment is terminated other than for cause prior to the end of the Hill Transition Period, but only 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 during the period from July 1, 2020 through December 31, 2010 in all cases subject to a release of claims. Any portion of the Hill Option that does not vest or become exercisable or is not otherwise exercisable as set forth above shall terminate and be forfeited.

 

The foregoing description of the Transition Services Agreement is qualified in its entirety by reference to the full text of the Transition Services Agreement, 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.

 

 

 

 

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.

 

  Symantec Corporation
     
Date: August 30, 2019 By: /s/ Scott C. Taylor
    Scott C. Taylor
    Executive Vice President, General Counsel and Secretary

 

 

 

Symantec (NASDAQ:SYMC)
Historical Stock Chart

1 Year : From Dec 2018 to Dec 2019

Click Here for more Symantec Charts.

Symantec (NASDAQ:SYMC)
Intraday Stock Chart

Today : Sunday 15 December 2019

Click Here for more Symantec Charts.

Latest SYMC Messages

{{bbMessage.M_Alias}} {{bbMessage.MSG_Date}} {{bbMessage.HowLongAgo}} {{bbMessage.MSG_ID}} {{bbMessage.MSG_Subject}}

Loading Messages....


No posts yet, be the first! No {{symbol}} Message Board. Create One! See More Posts on {{symbol}} Message Board See More Message Board Posts


Your Recent History
LSE
GKP
Gulf Keyst..
LSE
QPP
Quindell
FTSE
UKX
FTSE 100
LSE
IOF
Iofina
FX
GBPUSD
UK Sterlin..
Stocks you've viewed will appear in this box, letting you easily return to quotes you've seen previously.

Register now to create your own custom streaming stock watchlist.


NYSE, AMEX, and ASX quotes are delayed by at least 20 minutes.
All other quotes are delayed by at least 15 minutes unless otherwise stated.