Current Report Filing (8-k)
August 30 2019 - 5:02PM
Edgar (US Regulatory)
0000849399
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0000849399
2019-08-29
2019-08-30
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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 30, 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.
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.
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Symantec Corporation
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Date: August 30, 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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