Current Report Filing (8-k)
December 03 2018 - 4:53PM
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): December 3, 2018
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
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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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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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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☐
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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 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
The stockholders of Symantec Corporation (the Company) approved amendments to the
Companys 2013 Equity Incentive Plan, as amended (the EIP) and amendments to the Companys 2008 Employee Stock Purchase Plan, as amended (the ESPP) at the Annual Meeting of Stockholders of the Company held on
December 3, 2018 (the Annual Meeting). The Board of Directors of the Company approved the amendments to the EIP in August and October 2018, subject to stockholder approval at the Annual Meeting and approved the amendments to the
ESPP in January 2018, subject to stockholder ratification at the Annual Meeting. Accordingly, the EIP amendment and the ESPP amendment became effective upon stockholder approval at the Annual Meeting.
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 12,000,000 shares and adopt a new limit of $900,000 on the total annual
non-employee
director compensation. In addition, the ESPP was
amended to extend the term of the ESPP by an additional ten years through January 30, 2028 and make certain other minor administrative changes.
A more complete description of the terms of the EIP and the ESPP can be found in Proposal No. 3 Amendments to Our 2013 Equity
Incentive Plan, as amended (pages 37 through 47) and Proposal No. 4 Approval of Amendment to Our 2008 Employee Stock Purchase Plan (pages 48 through 52) in the Companys definitive proxy statement
dated October 29, 2018, and filed with the Securities and Exchange Commission on October 29, 2018, which descriptions are incorporated by reference herein. The foregoing descriptions and the descriptions incorporated by reference from the
Companys definitive proxy statement are qualified in their entirety by reference to the EIP and the ESPP, copies of which are filed as exhibits to this report.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Companys 2018 Annual Meeting of Stockholders was held on December 3, 2018. 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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494,953,316
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6,238,389
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490,348
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62,307,193
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Frank E. Dangeard
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491,185,127
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9,969,474
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527,452
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62,307,193
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Peter A. Feld
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496,575,094
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4,577,604
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529,355
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62,307,193
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Dale L. Fuller
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496,354,905
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4,804,936
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522,212
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62,307,193
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Kenneth Y. Hao
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494,862,899
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6,259,480
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559,674
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62,307,193
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David W. Humphrey
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494,837,706
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6,290,026
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554,321
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62,307,193
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David L. Mahoney
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479,842,993
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21,453,888
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385,172
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62,307,193
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Anita M. Sands
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498,091,235
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3,192,374
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398,444
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62,307,193
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Daniel H. Schulman
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441,302,998
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59,656,934
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722,121
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62,307,193
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V. Paul Unruh
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493,389,691
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7,785,323
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507,039
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62,307,193
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Suzanne M. Vautrinot
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498,052,560
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3,222,638
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406,855
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62,307,193
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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 2019 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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556,765,362
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4,946,534
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2,277,350
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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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448,914,874
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52,176,588
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590,591
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62,307,193
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The proposal was approved.
Proposal 4: Amendments
to the Companys 2008 Employee Stock Purchase 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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465,193,365
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35,975,589
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513,099
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62,307,193
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The proposal was approved.
Proposal 5: 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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453,052,238
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48,029,206
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600,609
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62,307,193
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The proposal was approved.
Item 9.01
Financial Statement and Exhibits.
(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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SYMANTEC CORPORATION
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Dated: December 3, 2018
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By:
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/s/ 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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