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): October 5, 2017

Symantec Corporation

(Exact Name of Registrant as Specified in its 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))

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 Company’s 2013 Equity Incentive Plan, as amended (the “EIP”), at the Annual Meeting of Stockholders of the Company held on October 5, 2017 (the “Annual Meeting”). The Board of Directors (the “Board”) of the Company approved the amendments to the EIP in August 2017, subject to stockholder approval at the Annual Meeting. Accordingly, the EIP amendments became effective upon stockholder approval at the Annual Meeting. The Company’s named executive officers may participate in this plan.

As a result of stockholder approval of the amendments to the Company’s EIP at the Annual Meeting, the EIP was amended to increase the number of authorized shares of the Company’s common stock issuable thereunder by 8,000,000 shares, prohibit dividend payments on unvested equity awards under the EIP, and require that all awards granted under the EIP shall be subject to the Company’s insider trading and recoupment policies in accordance with the clawback policy adopted by the Board.

The foregoing description of the EIP is qualified in its entirety by reference to the full text of the EIP, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended September 29, 2017.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company’s 2017 Annual Meeting of Stockholders was held on October 5, 2017. Set forth below are the matters the stockholders voted on and the final voting results.

Proposal 1: Election of Directors:

 

Nominee

  

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-

Votes

Gregory S. Clark

   510,039,107    3,745, 483    319,166    45,392,914

Frank E. Dageard

   510,396,058    3,370,000    337,698    45,392,914

Kenneth Y. Hao

   506,977,150    6,739,918    386,688    45,392,914

David W. Humphrey

   506,996,924    6,764,676    342,156    45,392,914

Geraldine B. Laybourne

   507,861,036    6,043,984    198,736    45,392,914

David L. Mahoney

   497,343,178    16,550,009    210,569    45,392,914

Robert S. Miller

   499,728,483    14,174,720    200,553    45,392,914

Anita M. Sands

   513,607,313    301,319    195,124    45,392,914

Daniel H. Schulman

   448,277,588    63,000,886    2,825,282    45,392,914

V. Paul Unruh

   508,260,066    5,473,955    369,735    45,392,914

Suzanne M. Vautrinot

   513,605,527    302,488    195,741    45,392,914

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 Company’s independent registered public accounting firm for the 2018 fiscal year:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

554,168,434

   5,114,568    213,668    0

The appointment was ratified.


Proposal 3: Amendments to the Company’s 2013 Equity Incentive Plan, as amended:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

423,346,783

   90,341,281    415,692    45,392,914

The proposal was approved.

Proposal 4: Advisory vote to approve the Company’s executive compensation:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

446,042,483

   67,618,356    442,917    45,392,914

The proposal was approved.

Proposal 5: Advisory vote on the frequency of future advisory votes to approve the Company’s executive compensation:

 

One Year

  

Two Years

  

Three Years

  

Abstentions

  

Broker Non-Votes

474,750,137

   475,724    38,548,022    329,873    45,392,914

Based on the results of the vote, and consistent with the Board’s recommendation, the Board has determined to hold an advisory vote on executive compensation every year until the next required advisory vote on the frequency of future advisory votes on executive compensation.

Proposal 6: Stockholder proposal regarding executive pay confidential voting:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

11,455,214

   501,800,547    847,995    45,392,914

The proposal was not approved.

Proposal 7: Stockholder proposal regarding executives to retain significant stock:

 

Votes For

  

Votes Against

  

Abstentions

  

Broker Non-Votes

19,164,587

   492,827,181    2,111,988    45,392,914

The proposal was not approved.


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
Dated: October 6, 2017       By:   /s/   Scott C. Taylor
      Name:     Scott C. Taylor
      Title:     Executive Vice President, General Counsel and Secretary