UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 24, 2010
Symantec Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware | 000-17781 | 77-0181864 | ||
(State or Other Jurisdiction of | (Commission | (IRS Employer | ||
Incorporation) | File Number) | Identification No.) |
350 Ellis Street, Mountain View, CA | 94043 | |
(Address of Principal Executive Offices) | (Zip Code) |
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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
FY11 Executive Annual Incentive Plans
On May 24, 2010, the Compensation Committee of Symantec Corporation (the Company) approved the
target payouts under the FY11 Executive Annual Incentive Plans for certain named executive
officers. Under the terms of these plans, the named executive officers will be eligible to receive
performance-based incentive bonuses based on the Companys achievement of specified performance
metrics for the fiscal year ended April 1, 2011. For named executive officers other than the
Companys CEO, the incentive bonus will also be based on the named executive officers individual
performance. For our named executive officers, the target payouts under the FY11 Executive Annual
Incentive Plans are as follows: for Enrique Salem, 150% of annual base salary at 100% achievement;
for James Beer, 90% of annual base salary at 100% achievement; and for David Thompson, 80% of
annual base salary at 100% achievement. For Mr. Salem, the actual bonus amounts are subject to
the following metrics and weighting: (a) achievement of targeted annual revenue growth of Symantec
(50% weighting); and (b) achievement of targeted annual earnings per share growth of Symantec (50%
weighting). For Messrs. Beer and Thompson, the actual bonus amounts are subject to the following
metrics and weighting: (a) achievement of targeted annual revenue growth of Symantec (50%
weighting); (b) achievement of targeted annual earnings per share growth of Symantec (20%
weighting); and (c) a metric based on the named executive officers individual performance (30%
weighting). With respect to the revenue and earnings per share metrics, the calculations will be
made assuming that foreign currency is held constant at plan rates. The measurement periods for
all metrics is the fiscal year ending on April 1, 2011. The maximum award under the FY11 Executive
Annual Incentive Plan is 175% of the executives target payout.
John Thompson, our retired Chief Executive Officer and current Chairman of the Board, will not
participate in the FY11 Executive Annual Incentive Plan. The Compensation Committee did not set a
target payout under the FY11 Executive Annual Incentive Plan for Gregory Hughes, our Group
President, Enterprise Products.
Adoption of FY11 Long Term Incentive Plan (LTIP)
On May 24, 2010, the Compensation Committee of the Company approved the target payouts under the
FY11 Long Term Incentive Plan for its executive officers (the Participants). Under the terms of
this plan, the Participants will be eligible to receive performance-based compensation based upon
the level of attainment of the target performance metric through the Companys fiscal year ending
April 1, 2011 (the Performance Period). The long-term incentive will be measured at the end of
the Performance Period and paid following the last day of the second (2nd) fiscal year following
the end of the Performance Period (the Payment Date). Subject to certain exceptions, a
Participant who terminates his or her employment with the Company before the Payment Date will not
be eligible to receive the payment or any prorated portion thereof.
The Companys operating cash flow achievement for the Performance Period against target operating
cash flow for the Performance Period will be used to determine the eligibility for a payment. A
100% payment will be paid to a Participant on the Payment Date if 100% of budgeted operating cash
flow is attained with respect to the Performance Period (the Target LTIP Award). For FY11, the
Target LTIP awards for our named executive officers are as follows: Enrique Salem, $2.0 million;
James Beer, $300,000; and David Thompson, $300,000. A participant is eligible for 25% of the
Target LTIP Award if at least 85% of budgeted Operating Cash Flow is attained with respect to the
Performance Period and for up to 200% of the Target LTIP Award if at least 120% of budgeted
Operating Cash Flow is attained with respect to the Performance Period.
John Thompson, our retired Chief Executive Officer and current Chairman of the Board, will not
participate in the FY11 Long Term Incentive Plan. The Compensation Committee did not set a target
payout under the FY11 Long Term Incentive Plan for Gregory Hughes, our Group President, Enterprise
Products.
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 |
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Date: May 28, 2010 | By: | /s/ Scott C. Taylor | ||
Scott C. Taylor | ||||
Executive Vice President, General Counsel and Secretary | ||||