def14a
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
o Preliminary Proxy Statement
o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
þ Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material Pursuant to §240.14a-12
Symantec Corporation
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
R No fee required.
£ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was
determined):
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:
£ Fee paid previously with preliminary materials.
£ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and
identify the filing for which the offsetting fee was paid previously. Identify the previous filing
by registration statement number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
20330 Stevens Creek Blvd.
Cupertino, California 95014
July 25,
2006
Dear Stockholder:
You are cordially invited to attend the 2006 Annual Meeting of
Stockholders of Symantec Corporation to be held at
Symantecs World Headquarters, 20330 Stevens Creek
Boulevard, Cupertino, California 95014, on Wednesday,
September 13, 2006, at 8:30 a.m. (Pacific time). For
your convenience, we are pleased to offer a live and re-playable
webcast of the annual meeting on our website at
www.symantec.com/invest.
At this years annual meeting, the agenda includes the
annual election of directors; amendment and restatement of our
2004 Equity Incentive Plan; and ratification of the selection of
KPMG LLP as our independent registered public accounting firm
for the current fiscal year. The Board of Directors recommends
that you vote FOR the election of the director nominees
and FOR each of the proposals on the agenda. Please refer
to the proxy statement for detailed information on each of the
proposals and the annual meeting.
All stockholders are cordially invited to attend the annual
meeting in person. If you cannot attend the annual meeting, you
may vote by telephone, over the Internet or by mailing a
completed proxy card in the enclosed postage-paid envelope.
Detailed voting instructions are also enclosed.
Each share of stock that you own represents one vote, and your
vote as a stockholder of Symantec is very important. For
questions regarding your stock ownership, you may contact our
transfer agent, Computershare Trust Company, N.A., by email
through their website at www.computershare.com/contactus
or by phone at
(877) 282-1168
(within the U.S. and Canada) or
(781) 575-2879
(outside the U.S. and Canada). For questions related to voting,
you may contact Georgeson Shareholder Communications, Inc., our
proxy solicitors, at
(877) 278-6774.
Sincerely yours,
John W. Thompson
Chairman of the Board of Directors and
Chief Executive Officer
20330 Stevens Creek Blvd.
Cupertino, California 95014
NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS
September 13, 2006
8:30 a.m. Pacific Time
To Our Stockholders:
You are cordially invited to attend our 2006 Annual Meeting of
Stockholders, which will be held at 8:30 a.m. (Pacific
time) on Wednesday, September 13, 2006, at Symantec
Corporations World Headquarters, 20330 Stevens Creek
Boulevard, Cupertino, California 95014. For your convenience, we
are pleased to offer a live and re-playable webcast of the
annual meeting at www.symantec.com/invest.
We are holding the annual meeting for the following purposes:
1. To elect nine directors to Symantecs Board of
Directors, each to hold office until the next annual meeting of
stockholders and until his successor is elected and qualified or
until his earlier resignation or removal;
2. To approve the amendment and restatement of our 2004
Equity Incentive Plan, including an increase of 40,000,000 in
the number of shares reserved for issuance under the plan, the
modification of the share pool available under the plan to
reflect a ratio-based pool, where the grant of each full-value
award (such as a share of restricted stock or a restricted stock
unit) decreases the share pool by 2.0 shares, and a change
in the form of automatic equity grants to our non-employee
directors from stock options to a fixed dollar amount of
restricted stock units;
3. To ratify the selection of KPMG LLP as Symantecs
independent registered public accounting firm for the current
fiscal year; and
4. To transact such other business as may properly come
before the meeting or any adjournment or postponement thereof.
The proxy statement fully describes these items. We have
not received notice of other matters that may be properly
presented at the annual meeting.
Only stockholders of record as of July 17, 2006 are
entitled to notice of and will be entitled to vote at the annual
meeting or any postponements or adjournment thereof. For
10 days prior to the annual meeting, a list of stockholders
entitled to vote will be available for inspection at our World
Headquarters. If you would like to view this stockholder list,
please call our Investor Relations department at
(408) 517-8324
to schedule an appointment.
BY ORDER OF THE BOARD OF DIRECTORS
Arthur F. Courville
Executive Vice President, General
Counsel and Secretary
Cupertino, California
July 25, 2006
Every stockholder vote is important. To assure that your
shares are represented at the annual meeting, please complete,
date and sign the enclosed proxy and mail it promptly in the
postage-paid envelope provided, or vote by telephone or over the
Internet, whether or not you plan to attend the meeting. You may
revoke your proxy at any time before it is voted.
TABLE OF
CONTENTS
|
|
|
|
|
|
|
Page
|
|
|
|
|
1
|
|
|
|
|
1
|
|
|
|
|
1
|
|
|
|
|
5
|
|
|
|
|
5
|
|
|
|
|
5
|
|
|
|
|
5
|
|
|
|
|
6
|
|
|
|
|
7
|
|
|
|
|
7
|
|
|
|
|
7
|
|
|
|
|
8
|
|
|
|
|
9
|
|
|
|
|
9
|
|
|
|
|
9
|
|
|
|
|
9
|
|
|
|
|
10
|
|
|
|
|
10
|
|
|
|
|
11
|
|
General
|
|
|
11
|
|
|
|
|
11
|
|
|
|
|
12
|
|
|
|
|
14
|
|
|
|
|
15
|
|
General
|
|
|
15
|
|
|
|
|
16
|
|
|
|
|
19
|
|
|
|
|
21
|
|
|
|
|
22
|
|
|
|
|
22
|
|
|
|
|
24
|
|
General
|
|
|
24
|
|
|
|
|
24
|
|
|
|
|
25
|
|
|
|
|
26
|
|
|
|
|
29
|
|
i
|
|
|
|
|
|
|
Page
|
|
|
|
|
30
|
|
|
|
|
31
|
|
|
|
|
31
|
|
|
|
|
35
|
|
|
|
|
36
|
|
|
|
|
38
|
|
|
|
|
39
|
|
|
|
|
39
|
|
|
|
|
41
|
|
|
|
|
42
|
|
|
|
|
43
|
|
|
|
|
45
|
|
|
|
|
45
|
|
|
|
|
45
|
|
|
|
|
45
|
|
|
|
|
46
|
|
|
|
|
A-1
|
|
No person is authorized to give any information or to make any
representation not contained in this proxy statement and, if
given or made, such information or representation should not be
relied upon as having been authorized. The information provided
herein is current as of the date of this proxy statement or as
otherwise indicated, and Symantec does not undertake any duty to
update the information provided herein. This proxy statement and
the accompanying form of proxy are first being mailed to
stockholders of Symantec on or about August 1, 2006.
ii
SYMANTEC
CORPORATION
2006 ANNUAL MEETING OF STOCKHOLDERS
PROXY
STATEMENT
Information
About Solicitation and Voting
The accompanying proxy is solicited on behalf of Symantec
Corporations Board of Directors (the
Board) for use at Symantecs 2006 Annual
Meeting of Stockholders, to be held at Symantecs World
Headquarters, 20330 Stevens Creek Boulevard, Cupertino,
California 95014 on Wednesday, September 13, 2006, at
8:30 a.m. (Pacific time), and any adjournment or
postponement thereof. The company will provide a live and
re-playable webcast of the 2006 annual meeting, which will be
available on the events section of our investor relations
website at www.symantec.com/invest.
This proxy statement and the accompanying form of proxy are
first being mailed to stockholders of Symantec on or about
August 1, 2006. Our annual report for our 2006 fiscal year
is enclosed with this proxy statement. This proxy statement
contains important information for you to consider when deciding
how to vote on the matters brought before the annual meeting.
Please read it carefully.
About the
Annual Meeting
|
|
|
Q. 1. |
|
What is the purpose of the annual meeting? |
|
A: |
|
At our annual meeting, stockholders will act upon the proposals
described in this proxy statement. In addition, management will
report on the performance of Symantec and respond to questions
from stockholders. |
|
Q. 2. |
|
What proposals are scheduled to be voted on at the
meeting? |
|
A: |
|
There are three proposals scheduled for a vote. The proposals
are: |
|
|
|
Proposal No. 1: To elect nine directors to
the Board, each to hold office until the next annual meeting of
stockholders and until his successor is elected and qualified or
until his earlier resignation or removal.
|
|
|
|
Proposal No. 2: To approve the amendment
and restatement of our 2004 Equity Incentive Plan, including an
increase of 40,000,000 in the number of shares reserved for
issuance under the plan, the modification of the share pool
available under the plan to reflect a ratio-based pool, where
the grant of each full-value award (such as a share of
restricted stock or a restricted stock unit) decreases the share
pool by 2.0 shares, and a change in the form of automatic
equity grants to our non-employee directors from stock options
to a fixed dollar amount of restricted stock units. |
|
|
|
Proposal No. 3: To ratify the selection of
KPMG LLP (KPMG) as Symantecs
independent registered public accounting firm for the current
fiscal year. |
|
Q. 3. |
|
What is the recommendation of the Board on each of the
proposals scheduled to be voted on at the meeting? |
|
A: |
|
Symantecs Board recommends that you vote FOR each
of the nominees to the Board (Proposal 1), FOR
approval of the amendment and restatement of the 2004 Equity
Incentive Plan (Proposal 2) and FOR the
ratification of the appointment of KPMG as Symantecs
independent registered public accounting firm for the current
fiscal year (Proposal 3). |
|
Q. 4. |
|
Who can vote at the meeting? |
|
A: |
|
Only holders of record of Symantec common stock at the close of
business on July 17, 2006, the record date, will be
entitled to vote at the annual meeting. At the close of business
on the record date, there were outstanding and entitled to
vote 987,849,186 shares of Symantec common stock. |
|
|
|
|
|
Stockholder of Record: Shares Registered in Your
Name |
|
|
|
If on July 17, 2006, your shares were registered directly
in your name with our transfer agent, Computershare Trust
Company, then you are considered the stockholder of record with
respect to those shares, and these proxy materials are being
sent directly to you by ADP on our behalf. As a stockholder of
record, you may vote in person at the meeting or vote by proxy.
Whether or not you plan to attend the meeting, we urge you to
fill out and return the enclosed proxy card. |
|
|
|
Beneficial Owner: Shares Registered in the Name of a
Broker or Nominee |
|
|
|
If on July 17, 2006, your shares were held in an account
with a brokerage firm, bank or similar organization, then you
are the beneficial owner of the shares held in street name, and
these proxy materials are being forwarded to you by that
organization. As a beneficial owner, you have the right to
direct your broker, bank or similar organization on how to vote
the shares held in your account, and the organization has
enclosed or provided voting instructions for you to use in
directing it on how to vote your shares. However, the
organization that holds your shares is considered the
stockholder of record for purposes of voting at the meeting.
Because you are not the stockholder of record, you may not vote
your shares in person at the meeting unless you request and
obtain a valid proxy from the organization that holds your
shares giving you the right to vote the shares at the meeting. |
|
Q. 5. |
|
How do I vote? |
|
A: |
|
Your vote is important. Stockholders of record can vote by
telephone, by Internet or by mail as described below. If you are
a beneficial owner, please refer to your Proxy Card or the
information forwarded by your bank, broker or other holder of
record to see which voting options are available to you. |
|
|
|
You may either vote For all of the nominees to the
Board, or you may withhold your vote from any nominee you
specify. For any other matter to be voted on, you may vote
For or Against or Abstain
from voting. |
|
|
|
Votes submitted via the Internet or by telephone must be
received by 11:59 p.m., Eastern time, on September 12,
2006. Submitting your proxy via the Internet or by telephone
will not affect your right to vote in person should you decide
to attend the meeting. |
|
|
|
If you are a stockholder of record, you may vote in person at
the meeting or vote by proxy using the enclosed proxy card.
Whether or not you plan to attend the meeting, we urge you to
vote by proxy to ensure that your vote is counted. You may still
attend the meeting in person if you have already voted by proxy. |
|
|
|
To vote in person, come to the meeting, and we will
give you a ballot when you arrive.
|
|
|
|
To vote using the proxy card, simply complete, sign
and date the enclosed proxy card and return it promptly in the
envelope provided. If you return your signed proxy card before
the meeting, we will vote your shares as you direct. |
|
|
|
To vote via the Internet or via telephone, please
follow the instructions shown on your proxy card. |
|
Q. 6. |
|
How many votes do I have? |
|
A: |
|
You are entitled to one vote for each share of Symantec common
stock held as of July 17, 2006, the record date. |
|
Q. 7. |
|
What is the quorum requirement for the meeting? |
|
A: |
|
A majority of our outstanding shares as of the record date must
be present at the meeting in order to hold the meeting and
conduct business. This presence is called a quorum. Your shares
are counted as present at the meeting if you are present and
vote in person at the meeting or if you have properly submitted
a proxy. |
|
|
|
Abstentions (i.e., if you or your broker mark
ABSTAIN on a proxy card) and broker
non-votes will be considered to be shares present at
the meeting for purposes of a quorum. Broker non-votes occur
when shares held by a broker for a beneficial owner are not
voted with respect to a particular proposal and generally occur
because: (1) the broker does not receive voting
instructions from the beneficial owner and (2) the broker
lacks discretionary authority to vote the shares. Banks and
brokers cannot vote on their |
2
|
|
|
|
|
clients behalf on non-routine proposals, such
as the amendment and restatement of Symantecs 2004 Equity
Incentive Plan. |
|
|
|
For the purpose of determining whether stockholders have
approved a particular proposal, abstentions are treated as
shares present or represented and voting. Broker non-votes are
not counted or deemed to be present or represented for the
purpose of determining whether stockholders have approved a
particular proposal, though they are counted toward the presence
of a quorum as discussed above. |
|
Q. 8. |
|
What is the vote required for each proposal? |
|
A: |
|
The votes required to approve each proposal are as follows: |
|
|
|
Election of directors. Directors
will be elected by a plurality of the votes of the shares
present in person or represented by proxy at the meeting and
entitled to vote in the election of directors. Abstentions and
broker non-votes are not taken into account in determining the
outcome of the election of directors. |
|
|
|
Approval of the amendment and restatement of the
2004 Equity Incentive Plan. Approval of the
amendment and restatement of the 2004 Equity Incentive Plan
requires the affirmative vote by holders of at least a majority
of the shares of Symantec common stock who attend the meeting in
person or are represented at the meeting by proxy. Abstentions
will have the effect of a vote against this proposal, while
broker non-votes will not be taken into account in determining
the outcome of the vote on this proposal. |
|
|
|
Ratification of appointment of independent
registered public accounting firm. Approval of
the proposal to ratify the appointment by the Audit Committee of
our Board of KPMG as Symantecs independent registered
public accounting firm for the 2007 fiscal year requires the
affirmative vote by holders of at least a majority of the shares
of Symantec common stock who attend the meeting in person or are
represented at the meeting by proxy. Abstentions will have the
effect of a vote against this proposal, while broker non-votes
will not be taken into account in determining the outcome of the
vote on this proposal. |
|
Q. 9. |
|
What if I return a proxy card but do not make specific
choices? |
|
A: |
|
All proxies will be voted in accordance with the instructions
specified on the proxy card. If you sign your proxy card and
return it without instructions as to how your shares should be
voted on a particular proposal at the meeting, your shares will
be voted in accordance with the recommendations of our Board
stated in Q.3 above. |
|
|
|
If you do not vote and you hold your shares in street name, and
your broker does not have discretionary power to vote your
shares, your shares may constitute broker non-votes
(described in Q.7 above) and will not be counted in
determining the number of shares necessary for approval of the
proposals. However, shares that constitute broker non-votes will
be counted for the purpose of establishing a quorum for the
meeting. Voting results will be tabulated and certified by the
inspector of elections appointed for the meeting. |
|
Q. 10. |
|
Who is paying for this proxy solicitation? |
|
A: |
|
The expenses of soliciting proxies will be paid by Symantec.
Following the original mailing of the proxies and other
soliciting materials, Symantec and its agents may solicit
proxies by mail, electronic mail, telephone, facsimile, by other
similar means, or in person. Symantec has retained a proxy
solicitation firm, Georgeson Shareholder Communications, Inc.,
to aid it in the solicitation process. Symantec will pay
Georgeson a fee equal to $12,000, plus expenses. Following the
original mailing of the proxies and other soliciting materials,
Symantec will request brokers, custodians, nominees and other
record holders to forward copies of the proxy and other
soliciting materials to persons for whom they hold shares and to
request authority for the exercise of proxies. In such cases,
Symantec, upon the request of the record holders, will reimburse
such holders for their reasonable expenses. If you choose to
access the proxy materials
and/or vote
over the Internet, you are responsible for any Internet access
charges you may incur. |
3
|
|
|
Q. 11. |
|
What does it mean if I receive more than one proxy card? |
|
A: |
|
If you receive more than one proxy card, your shares are
registered in more than one name or are registered in different
accounts. Please complete, sign and return each proxy card to
ensure that all of your shares are voted. |
|
Q. 12. |
|
How can I change my vote after submitting my proxy? |
|
A: |
|
A stockholder who has given a proxy may revoke it at any time
before it is exercised at the meeting by: |
|
|
|
delivering to the Corporate Secretary of Symantec
(by any means, including facsimile) a written notice stating
that the proxy is revoked;
|
|
|
|
signing and so delivering a proxy bearing a later
date; or |
|
|
|
attending the meeting and voting in person (although
attendance at the meeting will not, by itself, revoke a proxy). |
|
|
|
Please note, however, that if your shares are held of record by
a broker, bank or other nominee and you wish to revoke a proxy,
you must contact that firm to revoke any prior voting
instructions. Also, if your shares are held of record by a
broker, bank or other nominee and you wish to vote at the
meeting, you must bring to the meeting a letter from the broker,
bank or other nominee confirming your beneficial ownership of
the shares to be voted. |
|
Q. 13. |
|
Where can I find the voting results? |
|
A: |
|
The preliminary voting results will be announced at the annual
meeting and posted on our website at
www.symantec.com/invest. The final results will be
published in our quarterly report on
Form 10-Q
for the second quarter of fiscal year 2007. |
4
CORPORATE
GOVERNANCE STANDARDS AND DIRECTOR INDEPENDENCE
Symantec is strongly committed to good corporate governance
practices. These practices provide an important framework within
which our Board and management can pursue our strategic
objectives and ensure our long-term vitality for the benefit of
our stockholders.
Corporate
Governance Standards
Corporate governance standards generally specify the
distribution of rights and responsibilities of the board,
management and stockholders, and spell out the rules and
procedures for making decisions on corporate affairs. In
general, the stockholders elect the board and vote on
extraordinary matters; the board is responsible for the general
governance of the company, including selection of key
management; and management is responsible for running the
day-to-day
operations of the company.
Our corporate governance standards are available on the Investor
Relations section of our website, which is located at
www.symantec.com/invest, under Company
Charters. These corporate governance standards are
reviewed at least annually by our Nominating and Governance
Committee, and changes are recommended to our Board for approval
as appropriate. The fundamental premise of our corporate
governance standards is the independent nature of our Board and
its responsibility to our stockholders.
Board
Independence
Our Board believes that a majority of its members should be
independent directors. Currently, eight of the nine members of
our Board are independent directors and all standing committees
of the Board are composed entirely of independent directors, as
defined in the applicable rules for companies traded on The
NASDAQ Stock Market (NASDAQ). The NASDAQ
independence definition includes a series of objective tests,
such as that the director is not an employee of the company and
has not engaged in various types of business dealings with the
company. In addition, as further required by NASDAQ rules, the
Board has made a subjective determination as to each independent
director that no relationship exists which, in the opinion of
the Board, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director. In
making these determinations, the directors reviewed and
discussed information provided by the directors and the company
with regard to each directors business and personal
activities as they may relate to Symantec and our management.
Based on this review and consistent with our independence
criteria, the Board has affirmatively determined that all of our
directors, with the exception of John W. Thompson, our Chairman
and Chief Executive Officer, are independent from management.
Board
Structure and Meetings
The Board and its committees meet throughout the year on a set
schedule, and also hold special meetings and act by written
consent from
time-to-time.
After each regularly scheduled Board meeting, the independent
members of our Board hold a separate closed meeting, referred to
as an executive session, which is generally led by
the Lead Independent Director. In general, these executive
sessions are used to discuss such topics as the independent
directors deem necessary or appropriate. At least annually, the
independent directors will hold an executive session to evaluate
the Chief Executive Officers performance and compensation.
The Board held a total of 9 meetings during the fiscal year
ended March 31, 2006. During this time, all directors
attended at least 75% of the meetings of the Board. In addition,
all directors with the exception of Robert S. Miller
attended at least 75% of the aggregate number of meetings held
by the Board and all committees of the Board on which such
director served (during the period which such director served).
Agendas and topics for Board and committee meetings are
developed through discussions between management and members of
the Board and its committees. Information and data that is
important to the issues to be considered are distributed in
advance of each meeting. Board meetings and background materials
focus on key strategic, operational, financial, governance and
compliance matters applicable to us, including the following:
|
|
|
|
|
Reviewing annual and longer-term strategic and business plans;
|
5
|
|
|
|
|
Reviewing key product, industry and competitive issues;
|
|
|
|
Reviewing and determining the independence of our directors;
|
|
|
|
Reviewing and determining the qualifications of directors to
serve as members of committees, including the financial
expertise of members of the Audit Committee;
|
|
|
|
Selecting and approving director nominees;
|
|
|
|
Selecting, evaluating and compensating the Chief Executive
Officer;
|
|
|
|
Reviewing and discussing succession planning for the senior
management team, and in many cases through lower management
levels;
|
|
|
|
Reviewing and approving material investments or divestitures,
strategic transactions and other significant transactions that
are not in the ordinary course of business;
|
|
|
|
Evaluating the performance of the Board;
|
|
|
|
Overseeing our compliance with legal requirements and ethical
standards; and
|
|
|
|
Overseeing our financial results.
|
The Board and its committees are free to engage independent
outside financial, legal and other advisors as they deem
necessary to provide advice and counsel on various topics or
issues, and are provided full access to our officers and
employees.
The Lead Independent Director of the Board is chosen by the
independent directors of the Board, and has the general
responsibility to preside at all meetings of the Board when the
Chairman is not present and lead independent sessions of the
Board without management present. On April 22, 2003,
Mr. Miller was elected as the Lead Independent Director.
A Board evaluation covering Board operations and performance is
conducted annually by the Nominating and Governance Committee to
enhance Board effectiveness. Changes are recommended by the
Nominating and Governance Committee for approval by the full
Board as appropriate.
Code of
Conduct and Code of Ethics
We have adopted a code of conduct that applies to all Symantec
employees, officers and directors. We have also adopted a code
of ethics for our Chief Executive Officer and senior financial
officers, including our principal financial officer and
principal accounting officer. Our Code of Conduct and
Code of Ethics for Chief Executive Officer and Senior
Financial Officers are posted on the Investor Relations
section of our website, which is located at
www.symantec.com/invest, under Company
Charters. We will post any amendments to or waivers from
our Code of Conduct and Code of Ethics for Chief
Executive Officer and Senior Financial Officers at that
location.
6
BOARD
COMMITTEES AND THEIR FUNCTIONS
There are three primary committees of the Board: the Audit
Committee, Compensation Committee and Nominating and Governance
Committee. The Board has delegated various responsibilities and
authorities to these different committees, as described below
and in the committee charters. The Board committees regularly
report on their activities and actions to the full Board. Each
member of the Audit Committee, Compensation Committee and
Nominating and Governance Committee was appointed by the Board.
Each of the Board committees has a written charter approved by
the Board, and available on the Investor Relations section of
our website, which is located at www.symantec.com/invest,
under Company Charters.
Audit
Committee
|
|
|
Members: |
|
David L. Mahoney
Robert S. Miller
George Reyes
David J. Roux
V. Paul Unruh (Chair) |
|
Number of Meetings in Fiscal Year 2006: |
|
14 |
|
Independence: |
|
Each member is an independent director as defined by current
NASDAQ Stock Market listing standards for Audit Committee
membership. |
|
Functions: |
|
To oversee our accounting and financial reporting processes and
the audits of our financial statements, including oversight of
our systems of internal controls and disclosure controls and
procedures, compliance with legal and regulatory requirements,
internal audit function and the appointment and compensation of
our independent registered public accounting firm; |
|
|
|
To review and evaluate the independence and performance of our
independent registered public accounting firm; and |
|
|
|
To facilitate communication among our independent registered
public accounting firm, our financial and senior management and
our Board. |
|
Financial Experts: |
|
Our Board has unanimously determined that all Audit Committee
members are financially literate under current NASDAQ listing
standards, and at least one member has financial sophistication
under NASDAQ listing standards. In addition, our Board has
unanimously determined that George Reyes and V. Paul Unruh each
qualify as an Audit Committee financial expert under
SEC rules and regulations. Designation as an audit
committee financial expert is an SEC disclosure
requirement and does not impose any additional duties,
obligations or liability on any person so designated than those
generally imposed on members of the Audit Committee and the
Board. |
Compensation
Committee
|
|
|
Members: |
|
Michael Brown
William T. Coleman
David L. Mahoney
Daniel H. Schulman (Chair) |
|
Number of Meetings in Fiscal Year 2006: |
|
6 |
7
|
|
|
Independence: |
|
Each member is an independent director as defined by current
NASDAQ Stock Market listing standards. |
|
Functions: |
|
To review and recommend to the independent directors of our
Board all compensation arrangements for our Chief Executive
Officer; |
|
|
|
To review and approve all compensation arrangements for our
other executive officers; |
|
|
|
To review the overall strategy for employee compensation; |
|
|
|
To administer our equity incentive plans; |
|
|
|
To review and recommend compensation for the Board; and |
|
|
|
To produce an annual report on executive compensation for use in
our proxy statement. |
Nominating
and Governance Committee
|
|
|
Members: |
|
Michael Brown (Chair)
Robert S. Miller
Daniel H. Schulman
V. Paul Unruh |
|
Number of Meetings in Fiscal Year 2006: |
|
3 |
|
Independence: |
|
Each member is an independent director as defined by current
NASDAQ Stock Market listing standards. |
|
Functions: |
|
To identify, consider and nominate candidates for membership on
our Board; |
|
|
|
To develop, recommend and evaluate corporate governance
standards and a code of business conduct and ethics applicable
to our company; |
|
|
|
To implement and oversee a process for evaluating our Board,
Board committees (including the Nominating and Governance
Committee) and oversee our Boards evaluation of our Chief
Executive Officer; |
|
|
|
To make recommendations regarding the structure and composition
of our Board and Board committees; and |
|
|
|
To advise the Board on corporate governance matters. |
8
DIRECTOR
NOMINATIONS AND COMMUNICATION WITH DIRECTORS
Criteria
for Nomination to the Board
The Nominating and Governance Committee will consider candidates
submitted by Symantec stockholders, as well as candidates
recommended by directors and management, for nomination to the
Board. The goal of the Nominating and Governance Committee is to
assemble a Board that offers a variety of perspectives,
knowledge and skills derived from high-quality business and
professional experience. The Nominating and Governance Committee
annually reviews the appropriate skills and characteristics
required of directors in the context of the current composition
of the Board, our operating requirements and the long-term
interests of our stockholders. The Nominating and Governance
Committee has generally identified nominees based upon
suggestions by outside directors, management and executive
recruiting firms.
Process
for Identifying and Evaluating Nominees
The Nominating and Governance Committee considers candidates by
first evaluating the current members of the Board who intend to
continue in service, balancing the value of continuity of
service with that of obtaining new perspectives, skills and
experience. If the Nominating and Governance Committee
determines that an opening exists, the Committee identifies the
desired skills and experience of a new nominee, including the
need to satisfy rules of the SEC and NASDAQ.
The Nominating and Governance Committee generally will evaluate
each candidate based on the extent to which the candidate
contributes to the range of talent, skill and expertise
appropriate for the Board generally, as well as the
candidates integrity, business acumen, diversity,
availability, independence of thought, and overall ability to
represent the interests of Symantecs stockholders. The
Nominating and Governance Committee does not assign specific
weights to particular criteria, and no particular criterion is
necessarily applicable to all prospective nominees. Although the
Nominating and Governance Committee uses these and other
criteria as appropriate to evaluate potential nominees, the
Committee has no stated minimum criteria for nominees. The
Nominating and Governance Committee intends to evaluate
candidates recommended by stockholders and candidates
recommended by directors and management in accordance with the
same criteria. We have from time to time engaged a search firm
to identify and assist the Nominating and Governance Committee
with identifying, evaluating and screening Board candidates for
the company and may do so in the future.
Stockholder
Proposals for Nominees
The Nominating and Governance Committee will consider proposed
nominees whose names are submitted to it by stockholders, as
authorized by our corporate Bylaws. If a stockholder wishes to
suggest a proposed name for consideration, he or she must follow
our procedures regarding stockholder proposals. Any notice of
director nomination for such consideration must meet all of the
requirements contained in our Bylaws and include other
information required pursuant to Regulation 14A under the
Securities Exchange Act of 1934, including the nominees
consent to serve as a director.
To be considered for nomination by the Nominating and Governance
Committee at next years annual meeting of stockholders,
submissions by security holders must be submitted by mail and
must be received by the Corporate Secretary no later than
April 3, 2007 to ensure adequate time for meaningful
consideration by the committee. Each submission must include the
following information:
|
|
|
|
|
the full name and address of the candidate;
|
|
|
|
the number of shares of Symantec common stock beneficially owned
by the candidate;
|
|
|
|
a certification that the candidate consents to being named in
the proxy statement and intends to serve on the Board if
elected; and
|
|
|
|
biographical information, including work experience during the
past five years, other board positions, and educational
background, such as is provided with respect to nominees in this
proxy statement.
|
9
Additional information regarding requirements for stockholder
nominations for next years annual meeting is described in
this proxy statement under Additional
Information Stockholder Proposals for the 2007
Annual Meeting.
Contacting
the Board of Directors
Any stockholder who wishes to contact members of our Board may
do so by mailing written communications to:
Symantec Corporation
20330 Stevens Creek Boulevard
Cupertino, California 95014
Attn: Corporate Secretary
The Corporate Secretary will review all such correspondence and
provide regular summaries to the Board or to individual
directors, as relevant, and will retain copies of such
correspondence for at least six months, and make copies of such
correspondence available to the Board or individual directors
upon request. Any correspondence relating to accounting,
internal controls or auditing matters will be handled in
accordance with Symantecs policy regarding accounting
complaints and concerns.
Attendance
of Board Members at Annual Meeting
The Board does not have a formal policy with respect to Board
member attendance at annual meetings of stockholders, as
historically very few stockholders have attended Symantecs
annual meeting of stockholders. Four directors attended
Symantecs 2005 Annual Meeting of Stockholders.
10
PROPOSAL NO. 1
ELECTION
OF DIRECTORS
Our nominees for the election of directors at the 2006 annual
meeting include eight independent directors and one member of
our senior management. Each director is elected to serve a
one-year term, with all directors subject to annual election. At
the recommendation of the Nominating and Governance Committee,
the Board has nominated the following persons to serve as
directors for the term beginning at the annual meeting on
September 13, 2006: Michael Brown, William T. Coleman,
David L. Mahoney, Robert S. Miller, George Reyes, David J. Roux,
Daniel H. Schulman, John W. Thompson and V. Paul Unruh. All
nominees are currently serving on the Board. Each of
Messrs. Brown, Roux and Unruh were appointed to the Board
in July 2005 upon completion of the acquisition of Veritas
Software Corporation pursuant to the terms of our merger
agreement with Veritas.
Unless proxy cards are otherwise marked, the persons named as
proxies will vote all proxies FOR the election of each
nominee named in this section. Proxies submitted to Symantec
cannot be voted at the 2006 annual meeting for nominees other
than those nominees named in this proxy statement. However, if
any director nominee is unable or unwilling to serve as a
nominee at the time of the annual meeting, the persons named as
proxies may vote for a substitute nominee designated by the
Board. Alternatively, the Board may reduce the size of the
Board. Each nominee has consented to serve as a director if
elected, and the Board does not believe that any nominee will be
unwilling or unable to serve if elected as a director. Each
director will hold office until the next annual meeting of
stockholders and until his successor has been duly elected and
qualified or until his earlier resignation or removal.
Nominees
for Director
The names of each nominee for director, their ages as of
June 30, 2006, and other information about each nominee is
shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
Nominee
|
|
Age
|
|
Principal Occupation
|
|
Since
|
|
John W. Thompson
|
|
|
57
|
|
|
Chairman of the Board of Directors
and Chief Executive Officer
|
|
|
1999
|
|
Michael Brown
|
|
|
47
|
|
|
Director
|
|
|
2005
|
|
William T. Coleman
|
|
|
58
|
|
|
Founder, Chairman of the Board and
Chief Executive Officer, Cassatt Corporation
|
|
|
2003
|
|
David L. Mahoney
|
|
|
52
|
|
|
Director
|
|
|
2003
|
|
Robert S. Miller
|
|
|
64
|
|
|
Chairman and Chief Executive
Officer, Delphi Corporation
|
|
|
1994
|
|
George Reyes
|
|
|
52
|
|
|
Chief Financial Officer, Google
Inc.
|
|
|
2000
|
|
David J. Roux
|
|
|
49
|
|
|
Co-founder and Managing Director,
Silver Lake Partners
|
|
|
2005
|
|
Daniel H. Schulman
|
|
|
48
|
|
|
Chief Executive Officer, Virgin
Mobile USA
|
|
|
2000
|
|
V. Paul Unruh
|
|
|
57
|
|
|
Director
|
|
|
2005
|
|
Mr. Thompson has served as Chairman of the Board and
Chief Executive Officer since April 1999, and as President from
April 1999 to January 2002. Mr. Thompson joined Symantec
after 28 years at IBM Corporation, a global information
technology company, where he held senior executive positions in
sales, marketing and software development. In his last
assignment, he was general manager of IBM Americas and a member
of the companys Worldwide Management Council.
Mr. Thompson is a member of the board of directors of
Seagate Technology, Inc. and United Parcel Service, Inc.
Mr. Brown was appointed to the Board in July 2005
following the acquisition of Veritas Software Corporation.
Mr. Brown had served on the Veritas board of directors
since 2003. Mr. Brown is currently the Chairman of
Line 6, Inc., a provider of musical instruments, amplifiers
and audio gear that incorporate digital signal processing. From
1984 until September 2002, Mr. Brown held various senior
management positions at Quantum Corporation, most
11
recently as Chief Executive Officer from 1995 to 2002 and
Chairman of the Board from 1998 to 2003. Mr. Brown is a
member of the board of directors of Quantum Corporation, Nektar
Therapeutics and two private companies.
Mr. Coleman was appointed to the Board in January
2003. Mr. Coleman is a Founder, Chairman of the Board and
Chief Executive Officer of Cassatt Corporation, a provider of
solutions to automate information technology operations.
Previously Mr. Coleman was co-founder of BEA Systems, Inc.,
an enterprise application and service infrastructure software
provider, where he served as Chairman of the Board from the
companys inception in 1995 until August 2002, Chief
Strategy Officer from October 2001 to August 2002, and Chief
Executive Officer from 1995 to October 2001. Mr. Coleman is
a member of the board of directors of Palm, Inc.
Mr. Mahoney was appointed to the Board in April
2003. Mr. Mahoney previously served as co-CEO of
McKesson HBOC, Inc., a healthcare services company, and as CEO
of iMcKesson LLC, also a healthcare services company, from July
1999 to February 2001. Mr. Mahoney is a member of the board
of directors of Corcept Therapeutics Incorporated, Tercica
Incorporated and several non-profit organizations.
Mr. Miller was appointed to the Board in September
1994. Since July 2005, Mr. Miller has served as Chairman
and Chief Executive Officer of Delphi Corporation, an auto parts
supplier. From January 2004 to June 2006, Mr. Miller was
non-executive Chairman of Federal Mogul Corporation, an auto
parts supplier. From September 2001 until December 2003,
Mr. Miller was Chairman and Chief Executive Officer of
Bethlehem Steel Corporation, a large steel producer.
Mr. Miller is a member of the board of directors of UAL
Corporation and two private companies. Prior to joining
Bethlehem Steel, Mr. Miller served as Chairman and Chief
Executive Officer on an interim basis upon the departure of
Federal-Moguls top executive in September 2000. Delphi
Corporation and certain of its subsidiaries filed voluntary
petitions for reorganization under the United States Bankruptcy
Code in October 2005, and Federal Mogul Corporation and
Bethlehem Steel Corporation and certain of their subsidiaries,
filed voluntary petitions for reorganization under the United
States Bankruptcy Code in October 2001.
Mr. Reyes has been a member of Symantecs Board
since July 2000. Mr. Reyes became the Chief Financial
Officer of Google Inc., an advertising and Internet search
solutions provider, in July 2002. Prior to joining Google, he
served as Interim Chief Financial Officer for ONI Systems
Corporation, an optical networking company from February 2002
until June 2002. Prior to ONI Systems, Mr. Reyes spent
13 years at Sun Microsystems, Inc., a provider of network
computing products and services, where he served in a number of
finance roles, with his last position as Vice
President Treasurer from April 1999 to September
2001. Mr. Reyes is a member of the board of directors of
BEA Systems, Inc.
Mr. Roux was appointed to the Board in July 2005
following the acquisition of Veritas. Mr. Roux had served
on Veritas board of directors since 2002. Mr. Roux is
a co-founder and Managing Director of Silver Lake Partners, a
private equity firm, which was formed in January 1999.
Mr. Roux was previously Chairman of Seagate Technology and
is a member of the board of directors of Thomson S.A. and
several private companies.
Mr. Schulman has been a member of Symantecs
Board since March 2000. Mr. Schulman has served as Chief
Executive Officer of Virgin Mobile USA, a cellular phone service
provider, since August 2001, and also served as a member of the
board of directors of Virgin Mobile USA since October 2001. From
May 2000 until May 2001, Mr. Schulman was President and
Chief Executive Officer of priceline.com Incorporated, an online
travel company, after serving as President and Chief Operating
Officer from July 1999.
Mr. Unruh was appointed to the Board in July 2005
following the acquisition of Veritas. Mr. Unruh had served
on Veritas board of directors since 2003. Mr. Unruh
retired as Vice Chairman of the Bechtel Group, Inc., a global
engineering and construction services company, in June 2003.
During his
25-year
tenure with Bechtel, Mr. Unruh held various positions in
management including President of Bechtel Enterprises,
Bechtels finance, development and ownership arm, from July
1997 to January 2001 and Chief Financial Officer from 1992 to
1996. Mr. Unruh is a member of the board of directors of
Move, Inc., Heidrick & Struggles International, Inc.
and one private company.
Director
Compensation
The policy of the Board is that compensation for independent
directors should be a mix of cash and equity-based compensation.
Symantec does not pay employee directors for Board service in
addition to their regular employee compensation. Independent
directors may not receive consulting, advisory or other
compensatory fees
12
from the company in addition to their Board compensation. The
Compensation Committee, which consists solely of independent
directors, has the primary responsibility to review and consider
any revisions to directors compensation.
Annual Fees: In accordance with the
recommendation of the Compensation Committee, the Board
determined the non-employee directors compensation for
fiscal 2006 as follows:
|
|
|
|
|
$50,000 annual cash retainer
|
|
|
|
$10,000 annual fee for committee membership
|
|
|
|
$10,000 annual fee for chairing a committee of the Board
|
|
|
|
$25,000 annual fee for the Lead Independent Director
|
The payment of the annual cash retainer is subject to the terms
of the 2000 Director Equity Incentive Plan, as amended,
which requires that at least 50% of the annual retainer be paid
in the form of unrestricted, fully-vested shares of Symantec
common stock. The company pays the annual retainer and any
additional annual payment to each director at the beginning of
the fiscal year. Directors who join the company during the first
six months of the fiscal year will receive a prorated payment.
The table below details the cash compensation earned by
Symantecs non-employee directors in fiscal 2006.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Cash
|
|
|
Value
|
|
|
|
|
|
|
Annual
|
|
|
Committee
|
|
|
Committee
|
|
|
Lead
|
|
|
Compensation
|
|
|
Received in
|
|
|
Total Cash
|
|
Non-Employee Director
|
|
Retainer
|
|
|
Membership
|
|
|
Chairperson
|
|
|
Director
|
|
|
Earned
|
|
|
Stock
|
|
|
Payment
|
|
|
Michael Brown(1)
|
|
$
|
37,500.00
|
|
|
$
|
15,000.00
|
|
|
$
|
7,500.00
|
|
|
|
|
|
|
$
|
60,000.00
|
|
|
$
|
18,750.00
|
(2)
|
|
$
|
41,250.00
|
|
William T. Coleman
|
|
$
|
50,000.00
|
|
|
$
|
20,000.00
|
|
|
|
|
|
|
|
|
|
|
$
|
70,000.00
|
|
|
$
|
50,000.00
|
(3)
|
|
$
|
20,000.00
|
|
David L. Mahoney
|
|
$
|
50,000.00
|
|
|
$
|
20,000.00
|
|
|
|
|
|
|
|
|
|
|
$
|
70,000.00
|
|
|
$
|
25,000.00
|
(4)
|
|
$
|
45,000.00
|
|
Robert S. Miller
|
|
$
|
50,000.00
|
|
|
$
|
20,000.00
|
|
|
$
|
10,000.00
|
|
|
$
|
25,000.00
|
|
|
$
|
105,000.00
|
|
|
$
|
50,000.00
|
(3)
|
|
$
|
55,000.00
|
|
George Reyes
|
|
$
|
50,000.00
|
|
|
$
|
20,000.00
|
|
|
$
|
10,000.00
|
|
|
|
|
|
|
$
|
80,000.00
|
|
|
$
|
50,000.00
|
(3)
|
|
$
|
30,000.00
|
|
David J. Roux(1)
|
|
$
|
37,500.00
|
|
|
$
|
7,500.00
|
|
|
|
|
|
|
|
|
|
|
$
|
45,000.00
|
|
|
$
|
37,500.00
|
(5)
|
|
$
|
7,500.00
|
|
Daniel H. Schulman
|
|
$
|
50,000.00
|
|
|
$
|
20,000.00
|
|
|
$
|
10,000.00
|
|
|
|
|
|
|
$
|
80,000.00
|
|
|
$
|
50,000.00
|
(3)
|
|
$
|
30,000.00
|
|
V. Paul Unruh(1)
|
|
$
|
37,500.00
|
|
|
$
|
15,000.00
|
|
|
|
|
|
|
|
|
|
|
$
|
52,500.00
|
|
|
$
|
18,750.00
|
(2)
|
|
$
|
33,750.00
|
|
|
|
|
(1) |
|
Messrs. Brown, Roux and Unruh, who were appointed to the Board
in July 2005 in connection with the companys acquisition
of Veritas, were deemed continuing non-employee directors of the
company and received pro-rated cash compensation for service to
the company as continuing directors. |
|
(2) |
|
Messrs. Brown and Unruh each elected to receive 50% of their
annual retainer in stock, equaling a grant of 853 shares
each at a per share value of $21.98, pursuant to the terms of
the 2000 Director Equity Incentive Plan, as amended. |
|
(3) |
|
Messrs. Coleman, Miller, Reyes and Schulman each elected to
receive 100% of their annual retainer in stock, equaling a grant
of 2,621 shares each, at a per share value of $19.07,
pursuant to the terms of the 2000 Director Equity Incentive
Plan, as amended. |
|
(4) |
|
Mr. Mahoney elected to receive 50% of his annual retainer
in stock, equaling a grant of 1,310 shares, at a per share value
of $19.07, pursuant to the terms of the 2000 Director Equity
Incentive Plan, as amended. |
|
(5) |
|
Mr. Roux elected to receive 100% of his annual retainer in
stock, equaling a grant of 1,706 shares, at a per share
value of $21.98, pursuant to the terms of the 2000 Director
Equity Incentive Plan, as amended. |
Former directors Tania Amochaev and Franciscus Lion, who
resigned from the Board as of July 2, 2005 in connection
with the acquisition of Veritas, each received the annual
retainer of $50,000 and committee membership fees of $20,000.
The company has provided Ms. Amochaev with coverage under
Symantecs Employee Medical plan. Following
Ms. Amochaevs resignation from the Board, the company
agreed to pay for up to nine months of
13
COBRA coverage for Ms. Amochaev. For the 2006 fiscal year,
the cost to the company for such coverage was approximately
$7,000.
Annual Equity Awards. Non-employee members of
the Board receive an automatic annual grant of stock options
pursuant to the terms of the 2004 Equity Incentive Plan, which
replaced the 1996 Equity Incentive Plan after such plan expired
on March 4, 2006. Stock options under this grant vest over
a four year period in accordance with the terms of the plan, and
will remain exercisable for a period of seven months following
the non-employee directors termination as a director or
consultant of Symantec. Pursuant to company policy, each
director is required to establish and hold 10,000 shares of
the companys common stock within three years from the
later of October 18, 2005 or the first day of such
directors appointment to the Board.
The award formula for the automatic grant of stock options is
currently as follows:
|
|
|
|
|
An initial stock option grant of 20,000 shares will be made
to a new non-employee director upon joining the Board.
|
|
|
|
Continuing non-employee directors receive an annual stock option
grant of 12,000 shares on the day after the annual meeting.
|
|
|
|
If the Chairperson of the Board is a non-employee director, then
he or she shall receive a stock option grant of
20,000 shares in lieu of the annual stock option grant of
12,000 shares on the day after the annual meeting.
|
|
|
|
Directors who join the Board and receive the initial grant of
20,000 shares are not eligible to receive the annual grant
if it would be made within six months of the initial grant.
|
During fiscal year 2006, Messrs. Brown, Coleman, Mahoney,
Miller, Reyes, Roux, Schulman, and Unruh each received a
non-qualified stock option grant to purchase 12,000 shares
of Symantecs common stock at an exercise price of
$21.93 per share on September 19, 2005, the day
following the 2005 annual meeting. Messers. Brown, Roux and
Unruh, who were appointed to the Board in July 2005 in
connection with the companys acquisition of Veritas, were
deemed continuing non-employee directors of the company and
therefore did not receive an initial stock option grant as new
non-employee directors.
Symantec stock ownership information for these individuals is
shown under the heading Security Ownership of Certain
Beneficial Owners and Management in this proxy statement.
As discussed more fully in Proposal No. 2, the
Compensation Committee and the Board have approved the amendment
and restatement of the 2004 Equity Incentive Plan, for which we
are seeking stockholder approval at the 2006 annual meeting (see
Proposal 2: Amendment and Restatement of 2006 Equity
Incentive Plan). If Proposal No. 2 is approved,
the initial stock option grant of 20,000 shares for new
non-employee directors and the annual stock option grant of
12,000 shares for non-employee directors will be
eliminated, and instead, such continuing non-employee directors
will receive an annual award of restricted stock units having a
value equal to $180,000, with this value prorated for new
employee directors from the date of such directors
appointment to our Board to the date of the first Board meeting
in the following fiscal year.
Required
Vote and Board Recommendation
The nine nominees for director receiving the highest number of
affirmative votes shall be elected as directors. Votes withheld
from any nominee are counted for purposes of determining the
presence or absence of a quorum, but have no other legal effect
under Delaware law. Stockholders do not have the right to
cumulate their votes in the election of directors.
THE BOARD RECOMMENDS A VOTE FOR ELECTION
OF
EACH OF THE NINE NOMINATED DIRECTORS.
14
PROPOSAL NO. 2
AMENDMENT AND RESTATEMENT OF 2004 EQUITY INCENTIVE PLAN
You are being asked to approve the amendment and restatement of
our 2004 Equity Incentive Plan, which was originally approved at
the annual meeting of Symantecs stockholders in September
2004. The Board approved the amendment and restatement of the
2004 Plan on July 18, 2006, subject to stockholder approval
at the annual meeting.
We are seeking approval of the following key changes to the 2004
Plan:
1. Increase the number of shares of our common stock
authorized under the 2004 Plan by 40,000,000 shares, to
approximately 67,470,000 shares, which includes
approximately 9,470,000 shares that were added to the 2004
Plan on termination of our 1996 Equity Incentive Plan
(1996 Plan) on March 4, 2006.
2. Eliminate the limitation that no more than 10% of the
shares issued under the 2004 Plan shall be issued as restricted
stock awards, and modify the share pool available under the plan
to reflect a ratio-based pool, where the grant of each
full-value award (such as a share of restricted stock or a
restricted stock unit) decreases the share pool by
2.0 shares. The grant of a stock option or a stock
appreciation right would decrease the share pool by
1.0 share.
3. Replace the current automatic annual grant of stock
options to our non-employee directors with an automatic annual
award of restricted stock units of a fixed dollar value.
The use of equity compensation has historically been a
significant part of our overall compensation philosophy at
Symantec, and is a practice that we plan to continue. The 2004
Plan serves as an important part of this practice, and is a
critical part of the compensation package that we offer our
personnel. We believe that the use of stock options, restricted
stock units and other equity-based incentives are critical for
us to attract and retain the most qualified personnel and to
respond to relevant changes in equity compensation practices. In
addition, awards under the 2004 Plan provide our employees an
opportunity to acquire or increase their ownership stake in us,
and we believe this alignment with our stockholders
interests creates a strong incentive to work hard for our growth
and success.
We share the concern of our stockholders regarding the dilutive
impact of equity plans, and have taken affirmative steps to
decrease this dilution, while remaining focused on providing a
competitive equity incentive plan to help attract and retain key
personnel. Over the past four consecutive years, we have
decreased the total number of shares granted during the fiscal
year as a percentage of our total common stock outstanding, thus
lowering our annual burn rate from 8% to 2% over
this period. In addition we have decreased the ratio, or
overhang, of our stock options and awards
outstanding and available for grant to total common stock
outstanding during this period from 28% to 14% for
fiscal 2006.
As of July 25, 2006, a significant portion of our
outstanding stock options are
out-of-the-money,
meaning that these options have exercise prices greater than the
current market price of our common stock. Options that are
significantly
out-of-the-money
are not likely to be exercised and, therefore, are not likely to
have any dilutive effect in the near term unless the market
price of our common stock were to increase significantly. On
March 30, 2006, we accelerated the vesting of certain
out-of-the-money
stock options with exercise prices equal to or greater than
$27.00 per share that were outstanding on such date. We did
not accelerate the vesting of any stock options held by our
executive officers or directors. We accelerated options to
purchase approximately 6.7 million shares of common stock,
or approximately 14% of our then-outstanding unvested options,
with a weighted-average exercise price of approximately $28.73.
Our purpose for implementing the acceleration was to reduce
future stock option compensation expense that the company
otherwise would have been required to recognize in our results
of operations after the adoption of FASB Statement of Financial
Accounting Standards No. 123 (R), Share-Based
Payment, which we adopted at the beginning of our 2007
fiscal year.
15
Proposed
Increase in Reserved Shares
As of June 30, 2006, options and stock awards covering
129,127,561 shares of our common stock were outstanding and
11,682,884 shares were available for future grant under the
2004 Plan. In addition, the number of shares of our common stock
equal to the number of shares that are released from, or
reacquired by us from, awards currently outstanding under the
1996 Plan upon its termination are also reserved for issuance
under the 2004 Plan.
The reservation of an additional 40,000,000 shares for
issuance under the 2004 Plan is consistent with our current
expectations regarding the number of shares that we believe will
be needed to fund awards to new hires and additional awards to
existing employees over the next two years. Based on the closing
market price of our common stock on June 30, 2006, the
additional 40,000,000 shares proposed to be added to the
2004 Plan would have a market value of approximately
$622,000,000.
Proposed
Change to a Ratio-Based Pool
Unlike stock options, full-value awards (such as restricted
stock and restricted stock units) have intrinsic value even if
the stock price were to decline. In recognition of this fact,
the proposed amendment to the 2004 Plan provides for a ratio
applicable to full-value awards, such that for each full-value
award granted, the number of shares available for issuance under
the 2004 Plan as a whole is decreased by 2.0 shares. For
example, an award of 100 restricted stock units would reduce the
outstanding pool under the plan by 200 shares, while the
grant of stock options to purchase 100 shares would reduce
the outstanding pool under the plan by 100 shares. We are
also proposing to eliminate the current limitation that no more
than 10% of the shares issued under the 2004 Plan shall be
issued as restricted stock awards.
Proposed
Change to Automatic Grant Provision for Non-Employee
Directors
The proposed amended and restated 2004 Plan provides for an
annual non-discretionary award of restricted stock units with a
value of $180,000 to each non-employee director on the first
business day following the first regular Board meeting of each
fiscal year. Initial grants to new non-employee directors will
be automatically granted on the business day following the
directors appointment to the Board and prorated based on
the number of days from such date through the date of the first
regular Board meeting of the following fiscal year. The
restricted stock units granted pursuant to the automatic grant
provision for non-employee directors will vest one year from the
date of grant, as long as the non-employee director serves on
the Board on such vesting date. For fiscal 2007, each
non-employee director will receive an award of restricted stock
units with a value of $180,000 on the first business day
following the 2006 annual meeting of stockholders, which
restricted stock units will vest on April 1, 2007, as long
as the non-employee director serves on the Board on such vesting
date.
We believe that the proposed change to the use of restricted
stock units rather than stock options in the automatic grant
provision for non-employee directors is in the best interest of
our stockholders because, among other reasons, the use of
restricted stock units as compensation for our directors results
in less overall stock overhang because fewer shares would be
granted upon settlement of the award (when compared to stock
options). In addition, we believe that the use of restricted
stock units more directly supports director ownership of our
stock, which we have enforced through our director stock-holding
policy, which requires each director to establish and hold
10,000 shares of our common stock within three years from
the later of October 18, 2005 or the first day of such
directors appointment to the Board. Finally, we also
believe that this change is consistent with the trend in market
best practices to reduce the use of stock options for directors.
Summary
Description of 2004 Equity Incentive Plan (as amended and
restated)
The following is a summary of the principal provisions of the
2004 Plan, as amended and restated by this proposal. This
summary is qualified in its entirety by reference to the full
text of the 2004 Plan, which is included as Annex A hereto.
Purposes of the 2004 Plan. The primary purpose
of the 2004 Plan is to align the interests of our employees with
the interests of Symantecs stockholders by providing
participants with the opportunity to share in any appreciation
in the value of our stock that their efforts help bring about.
The 2004 Plan is an essential component of
16
the total compensation package offered to employees, reflecting
the importance that Symantec places on motivating and rewarding
superior results with long-term, performance-based incentives.
Shares Reserved for Issuance. As amended
and restated, the 2004 Plan will reserve for issuance
approximately 67,470,000 shares, which includes
approximately 9,470,000 shares that were added to the 2004
Plan on termination of the 1996 Plan on March 4, 2006. In
addition, the number of shares of our common stock equal to the
number of shares that are released from, or reacquired by us
from, awards currently outstanding under the 1996 Plan upon its
termination are also reserved for issuance. Shares that are
subject to issuance upon exercise of an option but cease to be
subject to such option for any reason (other than exercise of
such option), and shares that are subject to an award that is
granted but is subsequently forfeited or repurchased by Symantec
at the original issue price, or that are subject to an award
that terminates without shares being issued, will again be
available for grant and issuance under the 2004 Plan. No more
than 90,000,000 shares can be issued (including shares
issued, reacquired by us pursuant to the terms of awards, and
then reissued) as incentive stock options (by which
we mean stock options that meet certain requirements of the
federal income tax code).
Determining the Number of Shares Available for
Grant. For purposes of determining the number of
shares available for grant under the 2004 Plan against the
maximum number of shares authorized, any full-value award (i.e.,
an award of restricted stock or restricted stock units) shall
reduce the number of shares available for issuance by
2.0 shares.
Administration. Symantecs Compensation
Committee administers the 2004 Plan except when our Board
decides to directly administer the 2004 Plan (either being the
Committee). The Committee determines the
persons who are to receive awards, the number of shares subject
to each such award and the other terms and conditions of such
awards. The Committee also has the authority to interpret the
provisions of the 2004 Plan and of any awards granted thereunder
and to modify awards granted under the 2004 Plan. The Committee
may not, however, reprice options issued under the 2004 Plan
without prior approval of Symantecs stockholders.
Eligibility. The 2004 Plan provides that
awards may be granted to employees, officers, directors,
consultants, independent contractors and advisors of Symantec or
of any parent, subsidiary or affiliate of Symantec as the
Committee may determine. The actual number of individuals who
will receive awards cannot be determined in advance because the
Committee has discretion to select the participants. No person
will be eligible to receive more than 2,000,000 shares in
any calendar year pursuant to the grant of awards under the 2004
Plan (no more than 400,000 of which can be as awards of
restricted stock or restricted stock units) other than new
employees of Symantec, or any parent, subsidiary or affiliate of
Symantec, who are eligible to receive up to a maximum of
3,000,000 shares in the calendar year in which they
commence employment (no more than 600,000 of which can be as
awards of restricted stock or restricted stock units).
Terms of Options. As discussed above, the
Compensation Committee determines many of the terms and
conditions of awards granted under the 2004 Plan, including
whether an option will be an incentive stock option
(ISO) or a non-qualified stock option
(NQSO). As a matter of practice, ISOs are no
longer granted under the 2004 Plan. Each option is evidenced by
an agreement in such form as the Committee approves and is
subject to the following conditions (as described in further
detail in the 2004 Plan):
|
|
|
|
|
Vesting and Exercisability: Options become
vested and exercisable, as applicable, within such periods, or
upon such events, as determined by the Committee and as set
forth in the related stock option agreement. The maximum term of
each option is ten years from the date of grant. As a matter of
practice, options have generally been subject to a four-year
vesting period with a one-year period before any vesting occurs,
and are currently granted with a maximum term of seven years
from the date of grant.
|
|
|
|
Exercise Price: Each stock option agreement
states the exercise price, which may not be less than 100% of
the fair market value of one share of Symantec common stock on
the date of the grant (and not less than 110% with respect to an
ISO granted to a 10% or greater stockholder).
|
|
|
|
Method of Exercise: The exercise price is
typically payable in cash or by check, but may also be payable,
at the discretion of the Committee, in other forms of legal
consideration.
|
17
|
|
|
|
|
Termination of Employment: Options cease
vesting on the date of termination of service or the death or
disability of the participant. Options granted under the 2004
Plan generally expire 3 months (or, in the case of options
granted to a non-employee director, 7 months) after the
termination of the participants service to Symantec,
except in the case of death or disability, in which case the
awards generally may be exercised up to 12 months following
the date of death or termination of service. However, if the
participant is terminated for cause, the participants
options will expire upon termination.
|
|
|
|
Change of Control: In the event of a change of
control of Symantec (as set forth in the plan), the buyer may
either assume the outstanding awards or substitute equivalent
awards. If the buyer fails to assume or substitute awards issued
under the plan, all awards will expire upon the closing of the
transaction (formula option grants to non-employee directors
will fully vest upon a change of control and our Board will
determine whether the change of control shall have any
additional effect, including acceleration of the vesting period
of any other awards).
|
Non-Employee Director Equity Awards. The 2004
Plan currently provides for an automatic grant to non-employee
directors of an option to purchase 20,000 shares of our
common stock upon joining the Board, and an option to purchase
12,000 shares of our common stock following each annual
meeting, which options become vested and exercisable over a
four-year period, subject to continued service with Symantec. If
Proposal 2 is adopted, this automatic grant provision will
be terminated and replaced with a non-discretionary annual award
of restricted stock units of a fixed dollar value for
non-employee directors, as discussed more fully below.
The proposed amended and restated 2004 Plan provides for an
annual non-discretionary award of restricted stock units with a
value of $180,000 to each non-employee director on the first
business day following the first regular Board meeting of each
fiscal year. Initial grants to new non-employee directors will
be automatically granted on the business day following the
directors election to the Board and prorated based on the
number of days from the directors nomination date through
the date of the first regular Board meeting of the following
fiscal year. The restricted stock units granted pursuant to the
automatic grant provision for non-employee directors will vest
one year from the date of grant, as long as the non-employee
director serves on the Board on such vesting date. For fiscal
2007, each non-employee director will receive an award of
restricted stock units with a value of $180,000 on the first
business day following the 2006 annual meeting of stockholders,
which restricted stock units will vest on April 1, 2007, as
long as the non-employee director serves on the Board on such
vesting date.
Terms of Restricted Stock Awards. Each
restricted stock award is evidenced by a restricted stock
purchase agreement in such form as the Committee approves and is
subject to the following conditions (as described in further
detail in the 2004 Plan):
|
|
|
|
|
Vesting: Shares subject to a restricted stock
award may become vested over time or upon completion of
performance goals set out in advance, which may include the
following types of criteria: (a) net revenue
and/or net
revenue growth; (b) earnings before income taxes and
amortization
and/or
earnings before income taxes and amortization growth;
(c) operating income
and/or
operating income growth; (d) net income
and/or net
income growth; (e) earnings per share
and/or
earnings per share growth; (f) total stockholder return
and/or total
stockholder return growth; (g) return on equity;
(h) operating cash flow return on income; (i) adjusted
operating cash flow return on income; (j) economic value
added; and (k) individual business objectives.
|
|
|
|
Purchase Price: Each restricted stock purchase
agreement states the purchase price, which may not be less than
the par value of Symantec common stock on the date of the award
(and not less than 110% of fair market value with respect to an
award to a 10% of greater stockholder), payment of which may be
made as described under Terms of Stock Options above.
|
|
|
|
Termination of Employment. Restricted stock
awards shall cease to vest immediately if a participant is
terminated for any reason, unless provided otherwise in the
applicable restricted stock purchase agreement or unless
otherwise determined by the Committee, and Symantec will
generally have the right to repurchase any unvested shares
subject thereto.
|
|
|
|
Change of Control: Restricted stock awards
shall be treated in the same manner as described under
Terms of Stock Options above.
|
18
Stock Appreciation Rights. Stock appreciation
rights (SARs) are awards in which the
participant is deemed granted a number of shares, subject to
vesting, at an exercise price of not less than 100% of the fair
market value of one share of Symantec common stock on the date
of grant. When the SARs vest, then the participant can exercise
the SARs. Exercise, however, does not mean the number of shares
deemed granted are issued. Rather, the participant will receive
cash (or shares, if so determined by the Committee) having a
value at the time of exercise equal to (1) the number of
shares deemed exercised, times (2) the amount by which
Symantecs stock price on the date of exercise exceeds
Symantecs stock price on the date of grant. SARs expire
under the same rules that apply to options.
Restricted Stock Units. Restricted stock units
represent the right to receive shares at a specified date in the
future, subject to forfeiture of such right due to termination
of services or failure to achieve specified performance
conditions applicable to such units. Restricted stock units will
be evidenced by a written agreement between us and the
recipient, and the terms and conditions applicable to restricted
stock units may vary from recipient to recipient. The Committee
determines all terms of restricted stock units (except with
respect to the automatic grant of restricted stock units to our
non-employee directors) including, without limitation, the
number of shares subject to the grant, the time or times during
which the restricted stock unit may be settled, the
consideration (cash or shares) to be distributed upon settlement
of the restricted stock unit, and the effect of a
recipients services will have on the restricted stock unit.
Restricted stock units may vest upon the passage of time in
connection with services performed for us, upon achievement of
performance criteria or upon other criteria as determined by the
Committee. If a restricted stock unit is based on the
achievement of performance criteria, then the Committee will
determine the nature, length and starting date of any
performance period, select the performance factors to be
considered and determine the number of shares subject to such
performance based restricted stock unit. Before a performance
restricted stock unit is settled, the Committee will make a
determination with respect to the extent that applicable
performance criteria have been satisfied. Performance periods
may overlap and recipients may receive restricted stock units
that are subject to different criteria and performance goals.
The Committee may adjust the performance goals applicable to
restricted stock units to take into account change in law and
accounting or tax rules and to make such adjustments as the
Committee believes necessary to reflect the impact of
extraordinary or unusual items, event or circumstances.
Payment for a restricted stock unit may be made in the form of
cash or whole shares or a combination thereof, either in a lump
sum payment or in installments, as the Committee shall determine.
Summary
of Federal Income Tax Consequences of Options Granted under the
2004 Equity Incentive Plan
The following is a general summary as of the date of this
proxy statement of the U.S. Federal income tax consequences
to Symantec and participants in the 2004 Plan with respect to
awards granted under the 2004 Plan. U.S. Federal tax laws
may change and U.S. Federal, state and local tax
consequences for any participant will depend upon his or her
individual circumstances. Each participating employee has been
and is encouraged to seek the advice of a qualified tax advisor
regarding the tax consequences of participation in the 2004
Plan.
Tax
Treatment of the Participant
Incentive Stock Options. An optionee will
recognize no income upon grant of an ISO and will incur no tax
upon exercise of an ISO unless for the year of exercise the
optionee is subject to the alternative minimum tax
(AMT). If the optionee holds the shares
purchased upon exercise of the ISO (the ISO
Shares) for more than one year after the date the ISO
was exercised and for more than two years after the ISOs
grant date (the required holding period),
then the optionee generally will realize long-term capital gain
or loss (rather than ordinary income or loss) upon disposition
of the ISO Shares. This gain or loss will equal the difference
between the amount realized upon such disposition and the amount
paid for the ISO Shares upon the exercise of the ISO.
If the optionee disposes of ISO Shares prior to the expiration
of the required holding period (a disqualifying
disposition), then gain realized upon such
disposition, up to the difference between the option exercise
price and the fair market value of the ISO Shares on the date of
exercise (or, if less, the amount realized on a sale of such ISO
Shares), will be treated as ordinary income. Any additional gain
will be capital gain, and treated as long-term capital gain or
short-term capital gain depending upon the amount of time the
ISO Shares were held by the optionee.
19
Alternative Minimum Tax. The difference
between the exercise price and fair market value of the ISO
Shares on the date of exercise is an adjustment to income for
purposes of the AMT. The AMT (imposed to the extent it exceeds
the taxpayers regular tax) is currently 26% of an
individual taxpayers alternative minimum taxable income
(28% percent in the case of alternative minimum taxable income
in excess of $175,000). Alternative minimum taxable income is
determined by adjusting regular taxable income for certain
items, increasing that income by certain tax preference items
and reducing this amount by the applicable exemption amount. If
a disqualifying disposition of the ISO Shares occurs in the same
calendar year as exercise of the ISO, there is no AMT adjustment
with respect to those ISO Shares. Also, upon a sale of ISO
Shares that is not a disqualifying disposition, alternative
minimum taxable income is reduced in the year of sale by the
excess of the fair market value of the ISO Shares at exercise
over the amount paid for the ISO Shares.
Nonqualified Stock Options. An optionee will
not recognize any taxable income at the time a NQSO is granted.
However, upon exercise of a NQSO, the optionee must include in
income as compensation an amount equal to the difference between
the fair market value of the shares on the date of exercise and
the optionees exercise price. The included amount must be
treated as ordinary income by the optionee and will be subject
to income tax withholding by Symantec if the optionee is an
employee. Upon resale of the shares by the optionee, any
subsequent appreciation or depreciation in the value of the
shares will be treated as long-term or short-term capital gain
or loss.
Restricted Stock. A transferee receiving
restricted shares for services recognizes taxable income when
the shares become vested, generally when they are transferable
or no longer subject to a substantial risk of forfeiture.
Restricted shares will become vested under the 2004 Plan as
Symantecs right of repurchase lapses. Upon vesting, the
transferee will include in ordinary income an amount, which will
be subject to income tax withholding by Symantec if the
transferee is an employee, equal to the difference between the
fair market value of the shares at the time they become
substantially vested and any amount paid for the shares. Upon
resale of the shares by the transferee, subsequent appreciation
or depreciation in the value of the shares is treated as capital
gain or loss.
A transferee can file an election with the IRS, not later than
30 days after the date of the transfer of the restricted
shares, to include in income as compensation (treated as
ordinary income), in the year of the transfer of such restricted
shares, an amount equal to the difference between the fair
market value of such shares on the date of transfer and any
amount paid for such shares. The included amount must be treated
as ordinary income by the transferee and may be subject to
income tax withholding by Symantec. Income is not again required
to be included upon the lapse of the restrictions. However upon
resale of the shares by the transferee, any appreciation or
depreciation in the value of the shares after the date of
receipt will be treated as capital gain or loss.
Restricted Stock Units. In general, no taxable
income is realized upon the grant of a restricted stock unit
award or an award of performance shares. The participant will
generally include in ordinary income, which will be subject to
income tax withholding by Symantec if the transferee is an
employee, the fair market value of the award of stock at the
time shares of stock are delivered to the participant or at the
time the restricted stock unit or performance shares vest.
Stock Appreciation Rights. A grant of a stock
appreciation right has no federal income tax consequences at the
time of grant. Upon the exercise of stock appreciation rights,
the value of the shares or other consideration received is
generally taxable to the recipient as ordinary income, which
will be subject to income tax withholding by Symantec if the
transferee is an employee.
Maximum Tax Rates for Noncorporate
Taxpayers. The maximum federal tax rate for
noncorporate taxpayers applicable to ordinary income is 35%.
Long-term capital gain for noncorporate taxpayers on capital
assets (which include stock) held for more than twelve months
will be taxed at a maximum rate of 15%. Capital gains may be
offset by capital losses, and up to $3,000 of capital losses may
be offset annually against ordinary income.
Tax
Treatment of Symantec
Subject to any withholding requirement, the standard of
reasonableness, and (if applicable) Section 162(m) of the
federal income tax code, Symantec generally will be entitled to
a deduction to the extent any participant recognizes ordinary
income from an award granted under the 2004 Plan.
20
ERISA
Information
The 2004 Plan is not subject to any of the provisions of the
Employee Retirement Income Security Act of 1974, as amended.
New Plan
Benefits
Future awards to our executive officers, employees and
consultants are discretionary. At this time, therefore, the
benefits that may be received by our executive officers and
other employees if our stockholders approve the amendment and
restatement of the 2004 Plan cannot be determined. All awards to
executive officers, employees and consultants are made at the
discretion of Committee. Therefore, the benefits and amounts
that will be received or allocated under the 2004 Plan are not
determinable at this time, and we have not included a table
reflecting such benefits or awards. By way of background, please
see Executive Compensation and Related Information
in this proxy statement for information regarding equity awards
to our named executive officers in fiscal 2006. If this
amendment is approved, each of our current non-employee
directors will receive a grant of restricted stock units valued
at $180,000 under the 2004 Plan in fiscal year 2007, provided
that they are re-elected to the Board at our annual meeting. The
number of restricted stock units represented by this dollar
value is not determinable at this time.
THE BOARD RECOMMENDS A VOTE FOR THE
APPROVAL OF PROPOSAL NO. 2.
21
EQUITY
COMPENSATION PLAN INFORMATION
The following table gives information about Symantecs
common stock that may be issued upon the exercise of options,
warrants and rights under all of Symantecs existing equity
compensation plans as of March 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity Compensation Plan Information
|
|
|
|
|
|
|
|
|
|
Number of Securities
|
|
|
|
Number of Securities
|
|
|
|
|
|
Remaining Available for
|
|
|
|
to be Issued Upon
|
|
|
Weighted-Average
|
|
|
Future Issuance Under
|
|
|
|
Exercise of
|
|
|
Exercise Price of
|
|
|
Equity Compensation Plans
|
|
|
|
Outstanding Options,
|
|
|
Outstanding Options,
|
|
|
(Excluding Securities
|
|
Plan Category
|
|
Warrants and Rights
|
|
|
Warrants and Rights
|
|
|
Reflected in Column (a))
|
|
|
|
(a)
|
|
|
(b)
|
|
|
(c)
|
|
|
Equity compensation plans approved
by security holders
|
|
|
66,985,624
|
|
|
$
|
14.98
|
|
|
|
44,497,578
|
(1)
|
Equity compensation plans not
approved by security holders
|
|
|
2,269,557
|
(2)(3)
|
|
$
|
6.42
|
|
|
|
0
|
|
Total
|
|
|
69,255,181
|
|
|
$
|
14.70
|
|
|
|
44,497,578
|
|
|
|
|
(1) |
|
Represents 18,382,970 shares remaining available for future
issuance under Symantecs 1998 Employee Stock Purchase
Plan, 224,587 shares remaining available for future
issuance under Symantecs 2002 Executive Officers
Stock Purchase Plan, 41,532 shares remaining available for
future issuance under Symantecs 2000 Director Equity
Incentive Plan and 25,848,489 shares remaining available
for future issuance as stock options under Symantecs 2004
Equity Incentive Plan. |
|
(2) |
|
Excludes outstanding options to acquire 53,098,090 shares
as of March 31, 2006 that were assumed as part of the
Veritas acquisition. Also excludes 1,017,097 outstanding options
as of March 31, 2006 that were acquired as part of other
acquisitions. The weighted average exercise price of these
outstanding options was $21.46 as of March 31, 2006. In
connection with these acquisitions, Symantec has only assumed
outstanding options and rights, but not the plans themselves,
and therefore, no further options may be granted under these
acquired-company plans. |
|
(3) |
|
Represents 1,980,221 outstanding options to purchase shares
under Symantecs 2001 Non-Qualified Equity Incentive Plan,
129,336 options outstanding under Symantecs 1999
Acquisition Plan and a non-qualified stock option grant to
Symantecs Chief Executive Officer John W. Thompson to
purchase 160,000 shares of Symantec common stock. The 2001
Non-Qualified Equity Incentive Plan was terminated in September
2004 in connection with the adoption of the Symantec 2004 Equity
Incentive Plan. A total of 4 million shares of common stock
were originally authorized and reserved for issuance under the
1999 Acquisition Plan. |
Material
Features of Equity Compensation Plans Not Approved by
Stockholders
2001
Non-Qualified Equity Incentive Plan
The 2001 Non-Qualified Equity Incentive Plan was terminated in
September 2004 in connection with the adoption of the Symantec
2004 Equity Incentive Plan. As of March 31, 2006, options
to purchase 1,980,221 shares were outstanding under this
plan.
Terms of Options. Symantecs Compensation
Committee determined many of the terms and conditions of each
option granted under the plan, including the number of shares
for which the option was granted, the exercise price of the
option and the periods during which the option may be exercised.
Each option is evidenced by a stock option agreement in such
form as the Committee approved and is subject to the following
conditions (as described in further detail in the plan):
|
|
|
|
|
Vesting and Exercisability: Options and
restricted shares become vested and exercisable, as applicable,
within such periods, or upon such events, as determined by the
Compensation Committee in its discretion and as set forth in the
related stock option or restricted stock agreement. To date, as
a matter of practice, options under the plan have generally been
subject to a four-year vesting period. Options terminate ten
years or less from the date of grant.
|
22
|
|
|
|
|
Exercise Price: The exercise price of each
option granted was not less than 100% of the fair market value
of the shares of common stock on the date of the grant.
|
|
|
|
Tax Status: All options granted under the plan
are non-qualified stock options.
|
|
|
|
Method of Exercise: The option exercise price
is typically payable in cash or by check, but may also be
payable, at the discretion of the Committee, in other forms of
consideration.
|
|
|
|
Termination of Employment: Options cease
vesting on the date of termination of service or death of the
participant. Options granted under the plan generally expire
three months after the termination of the optionees
service to Symantec or a parent or subsidiary of Symantec,
except in the case of death or disability, in which case the
options generally may be exercised up to 12 months
following the date of death or termination of service. However,
if the optionee is terminated for cause, the optionees
options expire upon termination of employment.
|
Corporate Transactions. In the event of a
change of control of Symantec (as defined in the plan), the
buyer may either assume the outstanding awards or substitute
equivalent awards. In the event the buyer fails to assume or
substitute awards issued under the plan, all awards will expire
upon the closing of the transaction.
Term and Amendment of the Plan. The plan was
terminated in September 2004, except that outstanding options
granted thereunder will remain in place for the term of such
options.
1999
Acquisition Plan
The purpose of this plan was to issue stock options in
connection with Symantecs acquisition of URLabs in
September 1999.
Eligibility for Participation. Employees,
officers, consultants, independent contractors and advisors to
Symantec, or of any subsidiary or affiliate of Symantec, are
eligible to receive stock options under this plan. Options
awarded to officers may not exceed in the aggregate 30% percent
of all shares available for grant under the plan.
Terms of Options. Many of the terms of the
options are determined by the Compensation Committee, and are
generally the same in all material respects as the terms
described above with respect to Symantecs 2001
Non-Qualified Equity Incentive Plan, except that the 1999
Acquisition Plan does not contain a provision for the expiration
of employees options upon a termination for cause.
Term and Amendment of the Plan. The plan was
terminated by the Board on October 18, 2005, except that
outstanding options granted thereunder will remain in place for
the term of such options.
Non-Qualified
Stock Option Granted to John W. Thompson, Chief Executive
Officer of Symantec
A non-qualified option to acquire 160,000 shares that was
approved for grant to Mr. Thompson on December 20,
1999 was deemed granted on January 1, 2000. The option
exercise price is 100% of the fair market value on
January 1, 2000. The shares subject to the option vested
25% on January 1, 2001 and 2.0833% each month thereafter.
The option has a term of ten years.
23
PROPOSAL NO. 3
RATIFICATION
OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
The Audit Committee has selected KPMG as Symantecs
principal independent registered public accounting firm to
perform the audit of Symantecs consolidated financial
statements for fiscal year 2007. As a matter of good corporate
governance, the Audit Committee has determined to submit its
selection of independent audit firm to stockholders for
ratification. In the event that this selection of KPMG is not
ratified by a majority of the shares of common stock present or
represented at the annual meeting and entitled to vote on the
matter, the Audit Committee will review its future selection of
KPMG as Symantecs independent registered public accounting
firm.
The Audit Committee first approved KPMG as the companys
independent auditors in September 2002, and KPMG audited
Symantecs financial statements for Symantecs 2006
fiscal year. Representatives of KPMG are expected to be present
at the meeting, in which case they will be given an opportunity
to make a statement at the meeting if they desire to do so, and
will be available to respond to appropriate questions.
Principal
Accountant Fees and Services
The company regularly reviews the services and fees from its
independent registered public accounting firm. These services
and fees are also reviewed with the Audit Committee annually. In
accordance with standard policy, KPMG periodically rotates the
individuals who are responsible for the companys audit.
Symantecs Audit Committee has determined that the
providing of certain non-audit services, as described below, is
compatible with maintaining the independence of KPMG.
In addition to performing the audit of the companys
consolidated financial statements, KPMG provided various other
services during fiscal years 2006 and 2005. Symantecs
Audit Committee has determined that KPMGs provisioning of
these services, which are described below, does not impair
KPMGs independence from Symantec. The aggregate fees
billed for fiscal years 2006 and 2005 for each of the following
categories of services are as follows:
|
|
|
|
|
|
|
|
|
Fees Billed to the Company
|
|
2006
|
|
|
2005
|
|
|
Audit fees(1)
|
|
$
|
10,982,964
|
|
|
$
|
2,566,499
|
|
Audit-related fees(2)
|
|
|
0
|
|
|
|
0
|
|
Tax fees(3)
|
|
|
654,437
|
|
|
|
235,774
|
|
All other fees(4)
|
|
|
0
|
|
|
|
122,500
|
|
|
|
|
|
|
|
|
|
|
Total fees
|
|
$
|
11,637,401
|
|
|
$
|
2,924,773
|
|
|
|
|
|
|
|
|
|
|
The categories in the above table have the definitions assigned
under Item 9 of Schedule 14A promulgated under the
Securities Exchange Act of 1934, and with respect to
Symantecs 2006 and 2005 fiscal years, these categories
include in particular the following components:
(1) Audit fees include fees for audit
services principally related to the year-end examination and the
quarterly reviews of Symantecs consolidated financial
statements, consultation on matters that arise during a review
or audit, review of SEC filings, audit services performed in
connection with Symantecs acquisitions and statutory audit
fees.
(2) Audit related fees include fees
which are for assurance and related services other than those
included in Audit fees.
(3) Tax fees include fees for tax
compliance and advice.
(4) All other fees include fees for all
other non-audit services, principally for services in relation
to certain information technology audits.
An accounting firm other than KPMG performs internal audit
services for the company. Another accounting firm provides the
majority of Symantecs tax services.
24
Policy on
Audit Committee Pre-Approval of Audit and Permissible Non-Audit
Services of Independent Registered Public Accounting
Firm
The Audit Committees policy is to pre-approve all audit
and permissible non-audit services provided by the independent
registered public accounting firm. These services may include
audit services, audit-related services, tax services and other
services. Pre-approval is detailed as to the particular service
or category of services and is generally subject to a specific
budget. The independent registered public accounting firm and
management are required to periodically report to the Audit
Committee regarding the extent of services provided by the
independent registered public accounting firm in accordance with
this pre-approval, and the fees for the services performed to
date. The Audit Committee may also pre-approve particular
services on a
case-by-case
basis.
All of the services relating to the fees described in the table
above were approved by the Audit Committee.
THE BOARD RECOMMENDS A VOTE FOR APPROVAL
OF PROPOSAL NO. 3
25
OUR
EXECUTIVE OFFICERS
The names of our executive officers, their ages as of
June 30, 2006, and their positions are show below.
|
|
|
|
|
|
|
Name
|
|
Age
|
|
Position
|
|
John W. Thompson
|
|
|
57
|
|
|
Chairman of the Board of Directors
and Chief Executive Officer
|
James A. Beer
|
|
|
45
|
|
|
Executive Vice President and Chief
Financial Officer
|
Jeremy Burton
|
|
|
38
|
|
|
Group President, Enterprise
Security and Data Management
|
Janice Chaffin
|
|
|
51
|
|
|
Executive Vice President and Chief
Marketing Officer
|
Arthur F. Courville
|
|
|
47
|
|
|
Executive Vice President, General
Counsel and Secretary
|
Kristof Hagerman
|
|
|
42
|
|
|
Group President, Data Center
Management
|
Thomas W. Kendra
|
|
|
52
|
|
|
Group President, Worldwide Sales
and Services
|
Stephen C. Markowski
|
|
|
46
|
|
|
Vice President of Finance and
Chief Accounting Officer
|
Rebecca Ranninger
|
|
|
47
|
|
|
Executive Vice President and Chief
Human Resources Officer
|
Enrique T. Salem
|
|
|
40
|
|
|
Group President, Consumer Products
|
The Board chooses executive officers, who then serve at the
Boards discretion. There is no family relationship between
any of the directors or executive officers and any other
director or executive officer of Symantec.
For information regarding Mr. Thompson, please refer to
Proposal No. 1, Election of Directors,
above.
Mr. Beer has served as our Executive Vice President
and Chief Financial Officer since February 28, 2006. From
September 1991 to February 2006, Mr. Beer held various
management positions in finance and operations at American
Airlines Inc., a passenger airline company, including leading
the airlines European and Asia Pacific businesses. He most
recently served as Senior Vice President and Chief Financial
Officer of AMR Corporation and AMRs principal subsidiary,
American Airlines, since January 2004. Mr. Beer holds a
Bachelor of Science in aeronautical engineering from Imperial
College, London University and a masters degree in
business administration from Harvard Business School.
Mr. Burton has served as our Group President,
Enterprise Security and Data Management since May 2006. Prior to
that, Mr. Burton was Senior Vice President, Enterprise
Security and Data Management from February 2006 to May 2006 and
Senior Vice President, Data Management from July 2005 to
February 2006. Mr. Burton joined Symantec through the
companys acquisition of Veritas Software Corporation. At
Veritas, he was executive vice president of the data management
group and served as Senior Vice President and Chief Marketing
Officer from April 2002 to July 2005. From October 1995 to April
2002, Mr. Burton held positions in customer support,
resales, product management and engineering at Oracle
Corporation, an enterprise software company. He also founded
Oracles developer program, Oracle Technology Network.
Mr. Burton graduated from the University of Surrey in
Guildford, England with a bachelors degree in information
systems engineering.
Ms. Chaffin has served as our Executive Vice
President and Chief Marketing Officer since May 2006.
Ms. Chaffin joined Symantec in May 2003 as Senior Vice
President and Chief Marketing Officer. Prior to Symantec,
Ms. Chaffin spent 21 years at Hewlett-Packard Company,
a global provider of products, technologies, solutions and
services, where she held a variety of marketing and business
management positions and most recently served as Vice President
of Enterprise Marketing and Solutions. Ms. Chaffin is a
member of the Board of Directors of Informatica Corporation, an
enterprise data integration software and services provider. She
graduated summa cum laude from the University of California,
San Diego with a bachelors degree and earned a
masters degree in business administration from the
University of California, Los Angeles, where she was a Henry
Ford Scholar.
26
Mr. Courville has served as our Executive Vice
President since May 2006, General Counsel since February 2006
and as Secretary since 1999. He previously served as Senior Vice
President, Corporate Legal Affairs from July 2005 to February
2006, and as Vice President and General Counsel from 1999 to
July 2005. Mr. Courville joined Symantec in 1993, and was
promoted to Director of the Legal Department in 1994. In 1997,
Mr. Courville took the position of Director of Product
Management for the Internet Tools Business Unit of Symantec,
where he was responsible for all product management activities
related to Java programming and HTML editing products.
Mr. Courville later returned to the legal department as
Senior Director before his appointment as Vice President and
General Counsel in 1999. Before joining Symantec,
Mr. Courville practiced law with the law firm of Gibson,
Dunn & Crutcher. Mr. Courville holds a Bachelor of
Arts in Economics from Stanford University, a law degree from
Boalt Hall School of Law at the University of California,
Berkeley and a Masters of Business Administration from the Haas
School of Business at the University of California, Berkeley.
Mr. Hagerman has served as our Group President, Data
Center Management since May 2006. Mr. Hagerman previously
served as Senior Vice President, Data Center Management from
July 2005 to May 2006. He joined Symantec through the
companys acquisition of Veritas. At Veritas,
Mr. Hagerman most recently served as Executive Vice
President, Storage and Server Management from September 2004 to
July 2005 and served as Executive Vice President, Strategic
Operations from March 2003 to September 2004. He was Senior Vice
President, Strategic Operations from August 2001 to March 2003
and was Vice President, Strategic Alliances from February 2001
to August 2001. Mr. Hagerman received a bachelors
degree in Russian and Economics from Dartmouth College, a
masters degree in International Relations from Cambridge
University, and a Master of Business Administration from
Stanford Graduate School of Business.
Mr. Kendra has served as our Group President,
Worldwide Sales and Service since May 2006. In this role,
Mr. Kendra provides sales leadership to the companys
three regions: Asia Pacific and Japan; Europe, Middle East and
Africa; and the Americas and leads the partner, services, and
support organizations. He previously served as Executive Vice
President, Worldwide Sales and Services from September 2005 to
May 2006 and as Senior Vice President of Worldwide Sales from
January 2004 to September 2005. Mr. Kendra joined Symantec
after a
26-year
career at IBM Corporation, a worldwide information technology
provider, where most recently he was responsible for worldwide
competitive sales and was a member of IBMs senior
leadership team. Prior to that, he was the Vice President of
IBMs Worldwide Server Sales. From 1999 to 2001,
Mr. Kendra was responsible for IBMs software business
in Asia Pacific including sales, services, marketing, and
channel operations. During that time he also served as Chairman
of the Board of Singalab, a leader in systems integration,
located in Singapore. During his time at IBM, Mr. Kendra
held other executive positions including Vice President of
Marketing and Sales for IBMs database division; Vice
President of Software for the Western United States; and
Director of Support and Services for IBMs
U.S. software business. Mr. Kendra received a Bachelor
of Arts in Business Administration from Indiana University in
Bloomington, Indiana.
Mr. Markowski has served as our Vice President of
Finance and Chief Accounting Officer since July 2005, and is
responsible for worldwide accounting operations (non-revenue),
tax, treasury and external reporting. Mr. Markowski also
served as Acting Chief Financial Officer from December 2005 to
February 2006. Prior to that time, he served in a variety of
positions with Symantec, most recently as Vice President of
Accounting, Tax & Treasury from October 2001 to July
2006 and as Tax Director from August 1990 to June 1998. Prior to
joining Symantec, Mr. Markowski was with KPMG LLP, a public
accounting firm, for nine years, primarily working in tax.
Mr. Markowski holds a bachelors degree in accounting
from Santa Clara University.
Ms. Ranninger has served as our Executive Vice
President and Chief Human Resources Officer since May 2006.
Ms. Ranninger previously served as Senior Vice President,
Human Resources from January 2000 to May 2006. From September
1997 to January 2000, she held the position of Vice President,
Human Resources. Prior to 1997, Ms. Ranninger served for
over six years in the Legal Department. Before joining Symantec
in 1991, Ms. Ranninger was a business litigator with the
law firm of Heller Ehrman White & McAuliffe.
Ms. Ranninger graduated magna cum laude from Harvard
University with a bachelors degree, earned a
bachelors degree in jurisprudence from Oxford University
and a Juris Doctorate from Stanford University.
27
Mr. Salem has served as our Group President,
Consumer Products since May 2006. Mr. Salem previously
served as Senior Vice President, Consumer Products and Solutions
from February 2006 to May 2006, Senior Vice President, Security
Products and Solutions from January 2006 to February 2006, and
as Senior Vice President, Network and Gateway Security Solutions
from June 2004 to February 2006. Prior to joining Symantec, from
April 2002 to June 2004, he was President and CEO of Brightmail
Incorporated, an anti-spam software company that was acquired by
Symantec. From January 2001 to April 2002, Mr. Salem served
as Senior Vice President of Products and Technology at Oblix
Inc., an identity-based security products developer, and from
October 1999 to January 2001, he was Vice President of
Technology and Operations at Ask Jeeves Inc., an online search
engine provider. From 1990 to October 1999, Mr. Salem led
the security business unit at Symantec. Mr. Salem received
a Bachelor of Arts in computer science from Dartmouth College.
28
SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Symantec has adopted a policy that executive officers and
members of the Board hold an equity stake in the company. The
policy requires each executive officer to hold a minimum number
of shares of Symantec common stock. Newly appointed executive
officers are not required to immediately establish their
position, but are expected to make regular progress to achieve
it. The Compensation Committee reviews the minimum number of
shares held by the executive officers and directors from time to
time. The purpose of the policy is to more directly align the
interests of executive officers and directors with our
stockholders.
The following table sets forth information, as of June 30,
2006, with respect to the beneficial ownership of Symantec
common stock by (i) each stockholder known by Symantec to
be the beneficial owner of more than 5% of Symantec common
stock, (ii) each member of the Board of Symantec,
(iii) the named executive officers of Symantec included in
the Summary Compensation Table appearing on page 36 of this
proxy statement and (iv) all current executive officers and
directors of Symantec as a group.
Beneficial ownership is determined under the rules of the SEC
and generally includes voting or investment power with respect
to securities. Unless otherwise indicated below, the persons and
entities named in the table have sole voting and sole investment
power with respect to all shares beneficially owned, subject to
community property laws where applicable. Percentage ownership
is based on 987,548,502 shares of Symantec common stock
outstanding as of June 30, 2006 (excluding shares held in
treasury). Shares of common stock subject to stock options and
restricted stock units vesting on or before August 29, 2006
(within 60 days of June 30, 2006) are deemed to
be outstanding and beneficially owned for purposes of computing
the percentage ownership of such person but are not treated as
outstanding for purposes of computing the percentage ownership
of others.
|
|
|
|
|
|
|
|
|
|
|
Amount and
|
|
|
|
|
|
|
Nature of
|
|
|
|
|
|
|
Beneficial
|
|
|
Percent
|
|
Name and Address of Beneficial Owner
|
|
Ownership
|
|
|
of Class
|
|
|
5% Beneficial Owner
|
|
|
|
|
|
|
|
|
FMR Corp(1)
|
|
|
59,461,204
|
|
|
|
5.7
|
%
|
82 Devonshire Street Boston, MA
02109
|
|
|
|
|
|
|
|
|
Directors and Executive
Officers
|
|
|
|
|
|
|
|
|
John W. Thompson(2)
|
|
|
9,652,321
|
|
|
|
1.0
|
%
|
Michael Brown(3)
|
|
|
171,041
|
|
|
|
*
|
|
William T. Coleman(4)
|
|
|
139,468
|
|
|
|
*
|
|
David L. Mahoney(5)
|
|
|
88,576
|
|
|
|
*
|
|
Robert S. Miller(6)
|
|
|
289,760
|
|
|
|
*
|
|
George Reyes(7)
|
|
|
244,616
|
|
|
|
*
|
|
David J. Roux(8)
|
|
|
290,284
|
|
|
|
*
|
|
Daniel H. Schulman(9)
|
|
|
82,725
|
|
|
|
*
|
|
V. Paul Unruh(10)
|
|
|
172,600
|
|
|
|
*
|
|
James A. Beer
|
|
|
|
|
|
|
*
|
|
Jeremy Burton(11)
|
|
|
492,540
|
|
|
|
*
|
|
Kristof Hagerman(12)
|
|
|
777,425
|
|
|
|
*
|
|
Thomas W. Kendra(13)
|
|
|
231,599
|
|
|
|
*
|
|
Gary L. Bloom(14)
|
|
|
663,946
|
|
|
|
*
|
|
All current Symantec executive
officers and directors as a group (18 persons)(15)
|
|
|
14,229,293
|
|
|
|
1.4
|
%
|
|
|
|
* |
|
Less than 1%. |
|
(1) |
|
Based solely on information provided by FMR Corp. in a
Schedule 13G/A filed with the Securities and Exchange
Commission on June 12, 2006. |
|
(2) |
|
Includes 8,167,237 shares subject to options that will be
exercisable as of August 29, 2006. |
|
(3) |
|
Includes 163,630 shares subject to options that will be
exercisable as of August 29, 2006. |
|
(4) |
|
Includes 119,166 shares subject to options that will be
exercisable as of August 29, 2006. |
|
(5) |
|
Includes 68,166 shares subject to options that will be
exercisable as of August 29, 2006. |
29
|
|
|
(6) |
|
Includes 191,000 shares subject to options that will be
exercisable as of August 29, 2006. |
|
(7) |
|
Includes 203,000 shares subject to options that will be
exercisable as of August 29, 2006. |
|
(8) |
|
Includes 230,461 shares subject to options that will be
exercisable as of August 29, 2006. |
|
(9) |
|
Includes 72,168 shares subject to options that will be
exercisable as of August 29, 2006. |
|
(10) |
|
Includes 168,630 shares subject to options that will be
exercisable as of August 29, 2006. |
|
(11) |
|
Includes 485,201 shares subject to options that will be
exercisable as of August 29, 2006. |
|
(12) |
|
Includes 776,206 shares subject to options that will be
exercisable as of August 29, 2006. |
|
(13) |
|
Includes 225,832 shares subject to options that will be
exercisable as of August 29, 2006. |
|
(14) |
|
Includes 656,907 shares subject to options that will be
exercisable as of August 29, 2006 and 7,039 shares
held by the Bloom Family Trust. |
|
(15) |
|
Includes 12,156,681 shares subject to options that will be
exercisable as of August 29, 2006. |
Section 16(a)
Beneficial Ownership Reporting Compliance
Section 16 of the Exchange Act requires Symantecs
directors and officers, and any persons who own more than 10% of
Symantecs common stock, to file initial reports of
ownership and reports of changes in ownership with the SEC and
the NASDAQ Global Market. Such persons are required by SEC
regulation to furnish Symantec with copies of all
Section 16(a) forms that they file.
Based solely on its review of the copies of such forms furnished
to Symantec and written representations from the directors and
executive officers, Symantec believes that all
Section 16(a) filing requirements were met in fiscal year
2006.
30
EXECUTIVE
COMPENSATION AND RELATED INFORMATION
Report of
the Compensation Committee on Executive Compensation
The information contained in the following report of
Symantecs Compensation Committee is not considered to be
soliciting material, or filed, or
incorporated by reference in any past or future filing by
Symantec under the Securities Exchange Act of 1934 or the
Securities Act of 1933 unless and only to the extent that
Symantec specifically incorporates it by reference.
The Compensation Committee (the Committee) of the
Board of Directors of Symantec Corporation (the
Board) acts pursuant to the Charter of the
Compensation Committee (the Charter) a copy of which
is available on the Investor Relations section of our website,
located at www.symantec.com/invest, under Company
Charters.
Governance
The Committee is comprised of Daniel H. Schulman (Chairman),
Michael Brown, William T. Coleman and David L. Mahoney, each of
whom qualifies as an independent director under the rules of the
NASDAQ Stock Market, an outside director as defined
under Section 162(m) of the Internal Revenue Code of 1986,
as amended (the Code), and a non-employee
director as defined in
Rule 16b-3
under the Securities and Exchange Act of 1934 (the
Exchange Act). Members of the Committee are
appointed by the Board following recommendation by the
Boards Nominating and Governance Committee. The Committee
meets periodically throughout the year (at least four times) and
holds additional meetings from time to time to review and
discuss executive compensation issues. During fiscal year 2006,
the Committee met six times. The Committee also considers and
takes action by written consent.
The Committee reviews and approves the compensation of
Symantecs executive officers and other employees,
administers Symantecs cash bonus plans and equity
compensation plans, grants options and other types of equity
compensation awards, reviews and recommends compensation of the
Board and reviews and recommends adoption of and amendments to
Symantecs equity compensation plans, cash bonus plans and
employee benefit plans of general applicability to
Symantecs employees. The Committee has delegated to
Symantecs Chief Executive Officer the authority to grant
equity-based awards to non-executive officers and employees of
Symantec, subject to appropriate limitations established by the
Board.
The Committee has the authority under its Charter to retain
and/or
terminate the services of compensation consultants, legal
counsel and other advisors to assist the Committee in its
functions. In fiscal 2006, the Committee elected to continue the
engagement of Mercer Human Resource Consulting, to advise the
Committee with respect to the compensation of Symantecs
executive officers and compensation plan design.
In fiscal 2006, at the invitation of the Committee, certain
executives of Symantec and the Committees compensation
consultant attended meetings of the Committee. No officer of
Symantec was present during discussions or deliberations
regarding that officers own compensation. Additionally,
the Committee met in executive session alone and with its
compensation consultant to discuss various matters and formulate
certain final decisions, including those regarding the
performance and compensation of the Chief Executive Officer.
The Committee members receive materials for each meeting in
advance and generally participate in individual pre-meetings
with management to review the materials.
Compensation
Committee Philosophy
We believe that the compensation of the executive officers,
including the Chief Executive Officer, should be based
significantly on Symantecs reported financial performance.
Consistent with this philosophy, a meaningful component of the
compensation of each executive officer is contingent upon the
achievement of corporate revenue and earnings per share targets
for the fiscal year. In addition, we believe that compensation
for Symantecs executive officers, including annual base
compensation and long-term equity compensation, should be
competitive with compensation arrangements for executive
officers of companies in our peer group.
31
Base
Compensation
The annual base compensation for our executive officers is
determined through a comprehensive process designed to ensure
that Symantec is capable of attracting and retaining the caliber
of executives necessary to achieve its strategic and business
objectives. This process begins with a review of one or more
executive compensation surveys from independent sources. We also
review and compare the practices of other companies with respect
to equity compensation to executive officers, and consider the
recommendations of our compensation consultant in determining
executive compensation. We obtain executive compensation data
from other high technology companies, including high technology
companies of a similar size, and from some companies that may be
included in the S&P Information Technology Index (used for
purposes of the returns data presented in Comparison of
Cumulative Total Return below).
Incentive
Compensation
Cash bonuses are awarded to our executive officers based on
objectives set by the Board at the beginning of each fiscal
year. These objectives may be reviewed and adjusted, if
necessary, to reflect accretive events that significantly impact
the revenue or earnings targets of Symantec, such as a merger,
acquisition or stock buyback. The cash bonuses that were paid in
fiscal 2006 to our executive officers were based on our annual
incentive plans for our executive officers. The Board may alter
or cancel one or more of the incentive plans for any reason at
any time, and any payments made under the incentive plans are
made at the sole discretion of the Committee. Symantecs
corporate performance with respect to revenues and earnings per
share are the primary financial objectives considered in
determining annual incentive compensation for the executive
officers. The annual incentive plans for our executive officers
are adopted pursuant to the Senior Executive Incentive Plan
approved by our stockholders in 2003, under which the 2006
Executive Incentive Plans and the 2006 CEO Incentive Plan were
implemented.
Equity
Compensation
We believe that equity compensation is an important tool for the
retention of our executive officers and the alignment of their
interests with those of the companys stockholders. Stock
options, restricted stock units and other forms of equity
compensation have typically been granted to our executive
officers when the executive first joins Symantec, in connection
with a significant change in responsibilities, as part of an
annual grant, at other times based upon performance, and
occasionally to achieve equitable compensation within a peer
group. Stock options have value for the executive only if the
price of Symantecs stock increases above the fair market
value on the grant date. In addition, equity awards generally
have value for the executive only if the executive remains in
our employ for the period required for the shares to vest.
When making annual grants of stock options or other equity
awards for executive officers, we consider Symantecs
corporate performance during the past year and recent quarters,
the responsibility level and performance of the executive
officer, prior option grants or equity awards to the executive
officer and the level of vested and unvested equity awards. The
stock options vest over a four-year period, and have exercise
prices equal to the fair market value of our common stock on the
date of grant under the terms of the stock plan, while
restricted stock units granted to executive officers in fiscal
year 2006 have variable vesting schedules, including two year
cliff vesting and annual vesting over three or four years.
The number of option shares or other equity compensation awards
granted by the Committee is within the discretion of the
Committee and is based on anticipated future contribution and
ability to impact corporate
and/or
business unit results, past performance or consistency within
the executives peer group.
Over the past three years, Symantec has taken specific actions
that reflect corporate responsibility and our desire to decrease
the total dilution experienced by stockholders as a result of
our equity plans. As part of this effort, in July 2004, the
Board eliminated the evergreen provision in
Symantecs 1998 Employee Stock Purchase Plan, whereby the
number of shares available for issuance increased automatically
on January 1 of each year by 1% of our outstanding shares of
common stock. At the same time, we remain focused on attracting
and retaining key personnel to help us solidify our position as
the world leader in information integrity through our security
and storage management solutions. As a measure of our success in
lowering overall dilution and effectively using our option pool,
we have lowered the yearly burn rate in the last four
consecutive fiscal years, reducing the annual rate down
32
from 8% to 2% over this period. Burn rate in this context is
defined as total shares granted as a percentage of total common
stock outstanding at the end of the period reviewed. During this
time, our total dilution overhang has decreased from 28% to 14%.
Overhang in this context is defined as all options and awards
outstanding and available for issuance under all of our equity
incentive plans as a percentage of total common stock
outstanding at the end of the period reviewed.
Compensation
of Executive Officers Other Than the Chief Executive Officer
During Fiscal Year 2006
For the fiscal year ended March 31, 2006, executive
officers received increases in their base salaries that
reflected industry standards. The factors considered by us in
determining base salaries and salary increases for fiscal year
2006 varied depending on the position of each executive, but
generally included the following factors:
1. The executive pay recommendations made by the Chief
Executive Officer;
2. Analysis of results from individual members of
management and the overall leadership team; and
3. Other quantitative and qualitative factors, including
the scope of the executives particular job, his or her
performance in the job, the expected value of the
executives future impact or contribution to our success
and growth, the executives prior experience and salary
history and our recent financial performance and market
competitiveness.
Performance-based bonuses for the executive officers were paid
under our annual incentive plans at the end of the fiscal year.
Under the terms of the fiscal 2006 Executive Incentive Plans,
Symantecs executive officers were eligible to receive
performance-based incentive bonuses at the end of the fiscal
year with target payouts ranging from 40% to 125% of their
annual base salaries. The actual bonus amounts for all executive
officers other than Messrs. Burton, Hagerman and Salem were
subject to the following metrics and weighting:
(a) achievement of targeted revenue growth of Symantec (50%
weighting); and (b) achievement of targeted earnings per
share growth of Symantec (50% weighting). The bonus amount for
Messrs. Burton, Hagerman and Salem were subject to an
individual objectives metric (30% weighting) in addition to the
revenue and earnings per share metrics described above (weighted
at 35% each). The measurement period for targeted revenue and
earnings per share growth was the nine month period ending on
March 31, 2006. Specific performance thresholds for each
metric had to be exceeded before the portion of the bonuses
associated with the respective metric were paid. The bonus
target payments for a particular metric were calculated on a
linear basis in relation to the percentage of the metric
achieved up to 100% of the target amount, with bonus amounts
exceeding target payouts for achievement of more than 100% of
the applicable metric.
In recognition of the efforts of certain executive officers of
Symantec in the acquisition and integration of Veritas Software
Corporation in July 2005, and to support both the retention and
achievement of integration-specific objectives, the Board
approved the fiscal 2006 Executive Supplemental Incentive Plan.
Under the Supplemental Plan, certain executive officers became
eligible to receive performance-based incentive bonuses
equivalent to the bonuses payable under, and upon terms
substantially similar to, the fiscal 2006 Executive Incentive
Plans, on the one year anniversary of the acquisition of
Veritas. The Chief Executive Officer was not eligible to
participate under the Supplemental Plan. The supplemental
incentive bonuses are in addition to the incentive bonuses
payable under the fiscal 2006 Executive Incentive Plans. The
target payouts under the supplemental incentive plans are 40% to
100% of a participants annual base salary. The plans do
not include minimum guaranteed payments, except for Thomas
Kendra, our current Group President, Worldwide Sales and
Services, in the amount of $750,000. In addition, the
supplemental incentive bonus may be increased up to a maximum of
50% of the calculated bonus amount for any participant, based on
the executive officers impact on and contributions to the
integration of Symantec and Veritas.
In fiscal year 2006, Symantec did not meet its targeted revenue
goals, although the companys earnings per share growth
targets specified in the executive officers annual incentive
plans were achieved. As a result, each executive officer was
paid a bonus at less than the targeted bonus amount under the
fiscal 2006 Executive Incentive Plan. Thus, fiscal 2006 bonuses
to executive officers ranged from 29% to 60% of such executive
officers annual eligible earnings, which equaled an
achievement against the executive officers targeted bonus
under the fiscal 2006 Executive Incentive Plan between 74% and
89%.
33
Stock
Options and Equity Awards Granted to Executive Officers Other
Than the Chief Executive Officer in Fiscal Year
2006
Over the past fiscal year, we made stock option and restricted
stock grants to executive officers other than the Chief
Executive Officer, for a total of 1,717,500 shares (as
described more fully in the section entitled Option Grants
in Fiscal Year 2006). The general purpose of these grants
was to provide greater incentives to these executive officers to
continue their employment with us and to strive to increase
long-term stockholder value. In the fiscal year 2006, the
primary factors considered in granting options to executive
officers were the executives performance, the
executives responsibilities, the equity stake owned by the
executive as a percentage of Symantecs outstanding equity,
and competitive market practices. Symantec does not set specific
target levels for options granted to the Chief Executive Officer
or other executive officers but seeks to be competitive with
similar high technology companies.
Fiscal
Year 2006 CEO Compensation
Compensation for the Chief Executive Officer is determined
through a process similar to that discussed above for other
executive officers. For fiscal year 2006, the Board elected to
maintain Mr. Thompsons annual salary at
$800,000 per year. In accordance with his Employment
Agreement dated April 11, 1999, the Board has agreed that
Mr. Thompsons base salary would be reviewed on an
annual basis by the Committee and may be increased from time to
time in the discretion of the Board, but in no event may his
base salary be reduced below $600,000 during
Mr. Thompsons term of employment with Symantec.
We believe that the Chief Executive Officers performance
bonuses should be paid solely in relation to our financial
success, which is the ultimate measure of Chief Executive
Officer effectiveness and aligns CEO compensation to stockholder
value. Under the 2006 CEO Incentive Plan, Mr. Thompson was
eligible to receive an annual bonus following the end of the
fiscal year with a target payout of 125% of his annual base
salary, or $1,000,000. The following metrics and weightings were
considered in calculating the amount of Mr. Thompsons
bonus for fiscal 2006: (a) achievement of targeted revenue
growth of Symantec (50% weighting); and (b) achievement of
targeted earnings per share growth of Symantec (50% weighting).
Specific thresholds for each metric had to be exceeded before
the portion of the bonus associated with the respective metric
was paid. The bonus target payment for a particular metric was
calculated on a linear basis in relation to the percentage of
the metric achieved up to 100% of the target amount, with the
bonus amount exceeding Mr. Thompsons target payout
for achievement of more than 100% of the applicable metric. As
stated above, in fiscal year 2006, Symantec did not meet its
targeted revenue goals, and as a result, Mr. Thompson was
paid a bonus at less than the targeted bonus amount under the
fiscal 2006 CEO Incentive Plan. Overall, Mr. Thompson
earned an aggregate bonus of 75% of his target bonus, or
$750,000, for the fiscal year 2006, based on the companys
performance against target on both the revenue growth and
earnings per share objectives.
Stock
Options and Equity Awards Granted to the Chief Executive Officer
in Fiscal Year 2006
The Committee, as part of its annual review of executive
compensation, reviews the number of vested and unvested options
and other equity awards held by our Chief Executive Officer and
makes stock option grants or other equity awards to provide
appropriate incentives to him to continue his employment with us
and to strive to increase stockholder value. On October 18,
2005, the Committee, as part of an executive equity grant,
reviewed the number of vested and unvested options held by
Mr. Thompson and the relative retention value of these
options, and approved the grant to Mr. Thompson of a stock
option to acquire 750,000 shares of Symantec common stock.
The Committee notes that on April 25, 2006, as part of the
annual executive equity grants, it approved the grant to
Mr. Thompson of a stock option to acquire
400,000 shares of Symantec common stock and an award of
restricted stock units to acquire 100,000 shares of
Symantec common stock, which grant and award Mr. Thompson
declined. In declining this grant and award, Mr. Thompson
indicated to the Committee that he believed previous stock
option grants made to him by the Committee were sufficient to
achieve the Committees objective of retention and aligning
stockholder interests, and that he remained focused on improving
the overall financial performance of Symantec.
34
Tax
Law Limits on Executive Compensation
Symantecs Senior Executive Incentive Plan, 1996 Equity
Incentive Plan (which expired on March 4, 2006) and
2004 Equity Incentive Plan permit Symantec to pay compensation
that is performance-based and thus fully
tax-deductible by Symantec. We currently intend to continue to
optimize Symantecs tax deduction for executive
compensation to the extent we determine that it is in the best
interests of Symantec and its stockholders. Under
Section 162(m) of the Internal Revenue Code, we may not
receive a federal income tax deduction for compensation paid to
the Chief Executive Officer and the next four most highly
compensated executive officers to the extent that any of these
persons receives more than $1,000,000 in compensation in any one
year. We believe that all of the stock options granted to the
executive officers under Symantecs 1996 Equity Incentive
Plan and 2004 Equity Incentive Plan qualify under
Section 162(m) as performance-based compensation. However,
deductibility is not the sole factor used by the Committee in
ascertaining appropriate levels or manner of compensation and
corporate objectives may not necessarily align with the
requirements for full deductibility under Section 162(m).
Accordingly, we may enter into compensation arrangements under
which payments are not deductible under Section 162(m). For
example, certain payments under our incentive plans and
compensation resulting from stock awards to Mr. Thompson
prior to the adoption of the shareholder approved incentive plan
may not be deductible under Section 162(m).
We have reviewed the components of compensation paid to each of
our executive officers in fiscal year 2006. Based on this
review, we find such compensation to be appropriate.
By: The Compensation Committee of the Board of
Directors:
Daniel H. Schulman (Chairman)
Michael Brown*
William T. Coleman*
David L. Mahoney
Date: July 25, 2006
* Member of the Compensation Committee since July 2, 2005
Compensation
Committee Interlocks and Insider Participation
Symantecs Compensation Committee currently consists of
Messrs. Schulman, Brown, Coleman and Mahoney. In July 2005,
Mr. George Reyes and former directors Mr. Franciscus
Lion and Ms. Tania Amochaev stepped down from the
Compensation Committee and Messrs. Brown and Coleman were
appointed to the Compensation Committee. None of the members of
Symantecs Compensation Committee in fiscal year 2006 has
ever been an officer or employee of Symantec or any of its
subsidiaries, and none have any Related Transaction
relationships with Symantec of the type that is required to be
disclosed under Item 404 of
Regulation S-K.
None of Symantecs executive officers has served as a
member of the Board, or as a member of the compensation or
similar committee, of any entity that has one or more executive
officers who served on Symantecs Board or Compensation
Committee during fiscal year 2006.
35
Summary
of Cash and Certain Other Compensation
The following table sets forth all compensation awarded to,
earned by or paid to for services rendered in all capacities to
Symantec and its subsidiaries during each of the fiscal years
ended on or about March 31, 2006, 2005 and 2004 by
Symantecs Chief Executive Officer, Symantecs four
most highly compensated executive officers, other than the Chief
Executive Officer, who were serving as executive officers at the
end of the fiscal year ended March 31, 2006, and one former
executive officer of Symantec who was among Symantecs four
most highly compensated executive officers, other than the Chief
Executive Officer, for the fiscal year ended March 31, 2006
but was not serving as an executive officer at March 31,
2006. This information includes the dollar values of base
salaries and bonus awards, the number of stock options granted,
restricted stock awards and certain other compensation, as
applicable, whether paid or deferred. Symantec does not grant
stock appreciation rights and has no other long-term
compensation benefits except for those mentioned in the tables
below. The numbers of shares underlying stock options reflect
the
two-for-one
stock splits effected as stock dividends on November 19,
2003 and November 30, 2004.
Summary
Compensation Table
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Long Term Compensation
|
|
|
|
|
|
|
Annual Compensation
|
|
Awards
|
|
|
|
|
|
|
|
|
|
|
Other
|
|
Restricted
|
|
Securities
|
|
All
|
|
|
|
|
|
|
|
|
Annual
|
|
Stock
|
|
Underlying
|
|
Other
|
|
|
|
|
Salary
|
|
Bonus
|
|
Compensation
|
|
Award(s)
|
|
Options
|
|
Compensation
|
Name and Principal Position
|
|
Year
|
|
($)
|
|
($)
|
|
($)
|
|
($)
|
|
(#)
|
|
($)(1)
|
|
John W. Thompson
|
|
|
2006
|
|
|
|
800,000
|
|
|
|
750,000
|
|
|
|
287,177
|
(2)
|
|
|
|
|
|
|
750,000
|
|
|
|
13,477
|
(3)
|
Chairman of the Board of Directors
and
|
|
|
2005
|
|
|
|
800,000
|
|
|
|
1,680,000
|
|
|
|
275,425
|
(4)
|
|
|
|
|
|
|
500,000
|
|
|
|
14,005
|
|
Chief Executive Officer
|
|
|
2004
|
|
|
|
750,000
|
|
|
|
1,762,500
|
|
|
|
188,014
|
(5)
|
|
|
|
|
|
|
|
|
|
|
13,933
|
|
James A. Beer
|
|
|
2006
|
|
|
|
54,167
|
(6)
|
|
|
2,032,500
|
(7)
|
|
|
290,426
|
(8)
|
|
|
1,694,000
|
(9)
|
|
|
300,000
|
|
|
|
|
|
Executive Vice President and
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Thomas W. Kendra
|
|
|
2006
|
|
|
|
425,000
|
|
|
|
861,123
|
(10)
|
|
|
52,395
|
(11)
|
|
|
|
|
|
|
75,000
|
|
|
|
|
|
Group President,
|
|
|
2005
|
|
|
|
340,000
|
|
|
|
1,034,523
|
|
|
|
82,383
|
(12)
|
|
|
|
|
|
|
70,000
|
|
|
|
|
|
Worldwide Sales and Services
|
|
|
2004
|
|
|
|
70,209
|
(13)
|
|
|
398,994
|
|
|
|
*
|
|
|
|
|
|
|
|
300,000
|
|
|
|
|
|
Jeremy Burton
|
|
|
2006
|
|
|
|
330,000
|
(14)
|
|
|
478,177
|
(15)
|
|
|
*
|
|
|
|
|
|
|
|
127,500
|
|
|
|
1,375
|
|
Group President,
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enterprise Security and Data
Management
|
|
|
2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Kristof Hagerman
|
|
|
2006
|
|
|
|
330,000
|
(16)
|
|
|
487,340
|
(15)
|
|
|
*
|
|
|
|
|
|
|
|
127,500
|
|
|
|
|
|
Group President,
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Data Center Management
|
|
|
2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary L. Bloom
|
|
|
2006
|
|
|
|
854,482
|
(17)
|
|
|
1,666,667
|
(18)
|
|
|
58,206
|
(19)
|
|
|
|
|
|
|
350,000
|
|
|
|
3,514,865
|
(20)
|
Former President and Vice-Chairman
|
|
|
2005
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
* |
|
Did not exceed the lesser of $50,000 or 10% of the total annual
salary and bonus reported for the named executive officer. |
|
(1) |
|
Unless otherwise noted, consists solely of 401(k) matching
contributions made by the company. |
|
(2) |
|
Includes $161,898 for incremental costs incurred by the company
in connection with Mr. Thompsons personal use of the
company aircraft. Incremental costs include variable costs
directly related to the personal use of the company aircraft,
such as fuel, hourly usage rates and federal excise taxes. |
|
(3) |
|
Includes term executive life insurance premium payments made by
the company in the amount of $7,130 and 401(k) matching
contributions in the amount of $6,347. |
|
(4) |
|
Includes $193,257 for incremental costs incurred by the company
in connection with Mr. Thompsons personal use of the
company aircraft. Incremental costs include variable costs
directly related to the personal use of the company aircraft,
such as fuel, hourly usage rates and federal excise taxes. |
36
|
|
|
(5) |
|
Includes $142,902 for incremental costs incurred by the company
in connection with Mr. Thompsons personal use of the
company aircraft. Incremental costs include variable costs
directly related to the personal use of the company aircraft,
such as fuel, hourly usage rates and federal excise taxes. |
|
(6) |
|
Mr. Beer joined Symantec in February 2006. |
|
(7) |
|
Includes a hire on bonus of $2,000,000. |
|
(8) |
|
Includes payment of relocation expenses of $285,718 incurred in
fiscal year 2006, and paid to date. |
|
(9) |
|
Mr. Beer received a grant of 100,000 restricted stock units
on March 3, 2006, which had a value of $1,694,000 based on
the fair market value on that date of $16.94 per share. As
of March 31, 2006, this restricted stock unit award had a
value of $1,683,000, based on the fair market value of
Symantecs common stock on March 31, 2006 of
$16.83 per share. There was no associated cost to
Mr. Beer for the foregoing grant. The restricted stock
units will vest in four equal annual installments over a four
year period beginning on March 3, 2007, subject to
continued employment or services by Mr. Beer through such
dates. The shares received upon settlement of the restricted
stock units will be eligible to receive dividends. |
|
(10) |
|
Includes a bonus of $606,123, paid to Mr. Kendra pursuant
to his offer letter from the company. |
|
(11) |
|
Includes health insurance premium payments of $17,182 and
coverage of $16,181 in expenses related to attendance at the
companys sales achievers trip. |
|
(12) |
|
Includes payment of relocation expenses of $35,900. |
|
(13) |
|
Mr. Kendra joined Symantec in January 2004. |
|
(14) |
|
Mr. Burton joined Symantec in July 2005 through our
acquisition of Veritas. |
|
(15) |
|
Includes a retention bonus of $366,667. |
|
(16) |
|
Mr. Hagerman joined Symantec in July 2005 through our
acquisition of Veritas. |
|
(17) |
|
Mr. Bloom joined Symantec in July 2005 through our
acquisition of Veritas and resigned from his position as
President and Vice-Chairman of Symantec in March 2006. |
|
(18) |
|
Represents a retention bonus paid to Mr. Bloom. |
|
(19) |
|
Includes payment of health insurance premiums of $16,261 and
$31,653 for incremental costs incurred by the company in
connection with Mr. Blooms personal use of the
company aircraft. Incremental costs include variable costs
directly related to the personal use of the company aircraft,
such as fuel, hourly usage rates and federal excise taxes. |
|
(20) |
|
Includes severance benefits paid or payable to Mr. Bloom,
including salary continuation payments for a period of
18 months measured from March 23, 2006 in the amount
of $1,500,000 (subject to certain contingencies), a lump sum
target bonus payment of $1,150,000, an additional lump sum
payment in the amount of $831,781 representing the pro-ration of
Mr. Blooms $1,150,000 target bonus for the portion of
the companys 2006 fiscal year during which he was employed
by Symantec and $28,084 which represents the amount paid or
payable by Symantec to continue Mr. Blooms health
coverage for the 18-month period measured from March 23,
2006. This amount also includes $5,000 in 401(k) matching
contributions made by the company. |
37
Stock
Options
The following table sets forth further information regarding
individual grants of options to purchase Symantec common stock
during the fiscal year ended March 31, 2006 to each of the
executive officers named in the Summary Compensation Table
above. All option grants were made pursuant to the 1996 Plan or
the 2004 Plan, with an exercise price equal to the fair market
value of Symantec common stock on the date of grant. Generally,
25% of the original grant becomes exercisable upon the first
anniversary of the grant, with the remainder vesting pro rata on
a monthly basis over the three years thereafter. Generally,
options granted under each plan lapse after either 7 or
10 years or, if earlier, 3 months after termination of
employment. The percentage of total options granted is based on
an aggregate of options to purchase 18,940,332 shares of
common stock granted to employees in the 2006 fiscal year.
The table sets forth the hypothetical gains or option
spreads that would exist for the options at the end of
their respective ten-year terms based on assumed annualized
rates of compound stock price appreciation of 5% and 10% from
the dates the options were granted to the end of the respective
option terms. The 5% and 10% assumed rates of annual compound
stock price appreciation are mandated by rules of the SEC and do
not represent Symantecs estimate or projection of future
Symantec common stock prices. Actual gains, if any, on option
exercises are dependent on the future performance of
Symantecs common stock. There can be no assurances that
the potential realizable values shown in this table will be
achieved.
Option
Grants in Fiscal Year 2006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individual Grants
|
|
|
|
|
|
|
|
|
|
|
|
|
% of Total
|
|
|
|
|
|
|
|
|
Potential Realizable Value
|
|
|
|
# of Shares
|
|
|
Options
|
|
|
|
|
|
|
|
|
at Assumed Annual Rates of
|
|
|
|
Underlying
|
|
|
Granted to
|
|
|
Exercise
|
|
|
|
|
|
Stock Price Appreciation for
|
|
|
|
Options
|
|
|
Employees in
|
|
|
Price
|
|
|
Expiration
|
|
|
Option Term
|
|
Name
|
|
Granted
|
|
|
Fiscal Year
|
|
|
($/Share)
|
|
|
Date
|
|
|
5%
|
|
|
10%
|
|
|
John W. Thompson
|
|
|
750,000
|
|
|
|
3.8
|
%
|
|
$
|
22.68
|
|
|
|
10/20/2012
|
|
|
|
6,924,778
|
|
|
|
16,137,678
|
|
James A. Beer
|
|
|
300,000
|
|
|
|
1.5
|
%
|
|
$
|
16.98
|
|
|
|
03/03/2013
|
|
|
|
2,073,770
|
|
|
|
4,832,765
|
|
Jeremy Burton
|
|
|
40,000
|
|
|
|
0.2
|
%
|
|
$
|
17.74
|
|
|
|
12/15/2012
|
|
|
|
288,878
|
|
|
|
673,210
|
|
|
|
|
87,500
|
|
|
|
0.4
|
%
|
|
$
|
21.22
|
|
|
|
07/02/2015
|
|
|
|
1,167,700
|
|
|
|
2,959,181
|
|
Kristof Hagerman
|
|
|
40,000
|
|
|
|
0.2
|
%
|
|
$
|
22.68
|
|
|
|
10/20/2012
|
|
|
|
369,321
|
|
|
|
860,676
|
|
|
|
|
87,500
|
|
|
|
0.4
|
%
|
|
$
|
21.22
|
|
|
|
07/02/2015
|
|
|
|
1,167,700
|
|
|
|
2,959,181
|
|
Thomas W. Kendra
|
|
|
75,000
|
|
|
|
0.4
|
%
|
|
$
|
22.68
|
|
|
|
10/20/2012
|
|
|
|
692,478
|
|
|
|
1,613,768
|
|
Gary L. Bloom
|
|
|
100,000
|
|
|
|
0.5
|
%
|
|
$
|
22.68
|
|
|
|
10/20/2012
|
|
|
|
923,304
|
|
|
|
2,151,690
|
|
|
|
|
250,000
|
|
|
|
1.3
|
%
|
|
$
|
21.22
|
|
|
|
07/02/2015
|
|
|
|
3,336,286
|
|
|
|
8,454,804
|
|
38
Option
Exercises and Holdings
The following table provides information concerning stock option
exercises by each of the executive officers named in the Summary
Compensation Table above during the fiscal year ended
March 31, 2006 and information concerning unexercised
options held by these officers at the end of the fiscal year.
The value realized represents the difference between the
aggregate fair market value of the shares on the date of
exercise less the aggregate exercise price paid. The value of
unexercised
in-the-money
options is based on the fair market value of Symantec common
stock on March 31, 2006 of $16.83 per share, minus the
exercise price, multiplied by the number of shares issuable upon
exercise of the option. These values have not been, and may
never be, realized.
Aggregate
Option Exercises in Fiscal Year 2006 and Fiscal Year End Option
Values
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number of Shares
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
|
|
|
Underlying Unexercised
|
|
|
Value of Unexercised
|
|
|
|
Acquired
|
|
|
|
|
|
Options at Fiscal Year
|
|
|
In-The-Money Options at
|
|
|
|
on
|
|
|
Value
|
|
|
End (#)
|
|
|
Fiscal Year End ($)
|
|
Name
|
|
Exercise (#)
|
|
|
Realized ($)
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
Exercisable
|
|
|
Unexercisable
|
|
|
John W. Thompson
|
|
|
0
|
|
|
|
0
|
|
|
|
7,015,154
|
|
|
|
2,172,918
|
|
|
|
69,562,287
|
|
|
|
9,479,250
|
|
James A. Beer
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
|
|
|
300,000
|
|
|
|
0
|
|
|
|
0
|
|
Jeremy Burton
|
|
|
169,802
|
|
|
|
1,288,941
|
|
|
|
411,735
|
|
|
|
311,590
|
|
|
|
41,566
|
|
|
|
41,568
|
|
Kristof Hagerman
|
|
|
0
|
|
|
|
0
|
|
|
|
702,156
|
|
|
|
330,325
|
|
|
|
548,688
|
|
|
|
49,881
|
|
Thomas W. Kendra
|
|
|
0
|
|
|
|
0
|
|
|
|
187,291
|
|
|
|
257,709
|
|
|
|
0
|
|
|
|
0
|
|
Gary L. Bloom
|
|
|
550,000
|
|
|
|
1,275,013
|
|
|
|
3,462,081
|
|
|
|
0
|
|
|
|
1,415,386
|
|
|
|
0
|
|
Employment,
Severance and Change of Control
In accordance with an Employment Agreement dated April 11,
1999 between Mr. Thompson and Symantec, the Board granted
Mr. Thompson an initial base salary of $600,000 and agreed
that his base salary will be reviewed on an annual basis by the
Compensation Committee (and may be increased from time to time
in the discretion of the Board), but in no event will be reduced
below $600,000 during Mr. Thompsons term of
employment with the company. Pursuant to the agreement,
Mr. Thompson was granted stock options to acquire
8,000,000 shares of Symantec common stock, which options
were subject to vesting over a five-year period and became fully
vested in 2004, and are exercisable at $1.625 per share. Also
pursuant to the agreement, Mr. Thompson received
800,000 shares of restricted Symantec common stock for a
purchase price equal to $1,000, or $0.00125 per share (the
split-adjusted par value of the common stock). These shares of
restricted stock were subject to reverse vesting over a two-year
period, and were fully vested in April 2001. In the event
Mr. Thompson resigns with good reason (i.e. material
reduction in responsibilities, position or salary) or is
terminated without cause (as defined in the agreement), he is
entitled to a severance payment equal to twice his annual base
salary, the vesting of his outstanding options will be
accelerated by two years and the reimbursement of COBRA premiums
for the maximum period permitted by law. If the termination
occurs within a year of a change of control, the outstanding
options will accelerate in full.
Symantec entered into an employment agreement dated
December 15, 2004 with Gary Bloom. This agreement was
contingent upon the closing of the merger involving Symantec and
Veritas and became effective upon such closing on July 2,
2005. Under the terms of the employment agreement,
Mr. Bloom was awarded an annual base salary of $1,000,000
and a bonus with a target payout of 100% of
Mr. Blooms base salary. In connection with his
commencement of employment with Symantec, Mr. Bloom was
eligible to receive a sign-on incentive bonus of $5,000,000,
which was payable in three equal installments on the
6-month,
12-month,
and 18-month
anniversaries of the closing of the merger, so long as
Mr. Bloom was an employee of Symantec on such payment
dates. Mr. Bloom was granted a stock option to acquire
250,000 shares of Symantec common stock at an exercise
price of $21.22 (the closing price of Symantec common stock on
the last trading day prior to the date the option was granted).
The option was scheduled to vest over a four-year period
starting from Mr. Blooms first day of employment with
Symantec, with 25% of the option vesting after one year and the
balance of the option vesting in 36 successive equal monthly
installments. Mr. Bloom was also eligible to participate in
Symantecs employee benefits plans and programs, and was
entitled to all perquisites of other Symantec executives at his
respective grade level. Mr. Bloom also participated in the
Symantec Executive Retention Plan.
39
Symantec entered into a Separation Agreement and General Release
Agreement (together the Agreements), each dated
March 23, 2006, with Mr. Bloom, who terminated his
employment as Symantecs President and resigned from our
Board on March 23, 2006. Pursuant to the Agreements,
Symantec will make the following payments to Mr. Bloom,
plus interest, commencing September 23, 2006:
(i) salary continuation payments of $1,500,000, of which
$500,000 shall be paid on September 23, 2006, and the
remainder shall be paid in installments over the following year,
(ii) a lump sum target bonus payment of $1,150,000,
representing an amount equal to Mr. Blooms target
bonus with Veritas immediately prior to the closing of
Symantecs acquisition of Veritas, and (iii) an
additional lump sum payment of $831,781 representing a
pro-ration of Mr. Blooms $1,150,000 target bonus for
the portion of Symantecs 2006 fiscal year ending
March 31, 2006 during which Mr. Bloom was employed by
Symantec. Additionally, all stock options granted by Veritas to
Mr. Bloom prior to December 15, 2004 and assumed by
Symantec in the acquisition of Veritas became vested and
immediately exercisable on March 23, 2006 and may be
exercised for any or all of those shares at any time prior to
the expiration of the limited post-employment exercise period in
effect for each option in accordance with the terms of each
applicable option agreement. Mr. Bloom and his dependants
shall also receive continued medical, dental and vision care
coverage under Symantecs employee health benefit plans
until the earlier of (a) the expiration of the
eighteen-month period from April 1, 2006 or (b) until
Mr. Bloom and his dependents are covered under another
employers health care benefit plan without exclusion for
any pre-existing medical conditions.
On February 10, 2006, Symantec entered into an employment
letter agreement with James Beer. Pursuant to that agreement,
Mr. Beer was granted an annual base salary of $650,000 and
an annual bonus target of 80% of his annual base salary.
Mr. Beer also received one-time bonus awards in the total
amount of $2 million, payable within 30 days after his
commencement of employment with Symantec. In addition,
Mr. Beer will receive a separate one-time bonus award of
$500,000, which shall be payable within 30 days of
August 28, 2006. Under the terms of the agreement, Symantec
also granted to Mr. Beer an option to purchase
300,000 shares of the companys common stock and
100,000 Restricted Stock Units. Mr. Beer is eligible to
participate in Symantecs employee and executive benefit
programs, including Symantec Executive Retention Plan. The
employment letter agreement also provides for severance in the
event Mr. Beers employment is terminated without
cause within the first three years of employment, which
severance is comprised of an amount equal to twelve months of
his base salary at the time of termination and full vesting of
the initial grant of 100,000 Restricted Stock Units.
Symantec entered into employment agreements, each dated
December 15, 2004, as amended, with Kris Hagerman and
Jeremy Burton. These agreements were contingent upon the closing
of the merger involving Symantec and Veritas and became
effective upon such closing on July 2, 2005. Under the
terms of these employment agreements, Messrs. Hagerman and
Burton were each awarded an annual base salary of $440,000 and
an annual target bonus with a target payout of not less than 60%
of their respective base salaries. In connection with the
commencement of their employment with Symantec,
Messrs. Hagerman and Burton were each eligible to receive a
sign-on incentive bonus payment of $1,100,000, payable in three
equal installments on the
6-month,
12-month,
and 18-month
anniversaries of the closing of the merger, so long as
Messrs. Hagerman and Burton are employees of Symantec on
such payment dates. Messrs. Hagerman and Burton were each
granted a stock option to acquire 87,500 shares of Symantec
common stock at an exercise price of $21.22 (the closing price
of Symantec common stock on the last trading day prior to the
date the option was granted.) These options are scheduled to
vest over a four-year period starting with
Messrs. Hagermans and Burtons first day of
employment with Symantec, with 25% of each option vesting after
one year and the balance of the option vesting in 36 successive
equal monthly installments. Messrs. Hagerman and Burton are
also eligible to participate in Symantecs employee benefit
plans and programs, and are entitled to all perquisites of other
Symantec executives at their respective grade level.
Messrs. Hagerman and Burton are also eligible to
participate in the Symantec Executive Retention Plan or any
successor plan. If the employment of Messr. Burton or Hagerman
is terminated by Symantec without cause (as defined in such
executives agreement) or is terminated due to death or
permanent disability, or if Messr. Burton or Hagerman resign
with good reason (i.e. material reduction in responsibilities,
position or salary), then such executive is entitled to the
following
|
|
|
|
|
All unvested stock options and restricted stock units assumed by
Symantec in its acquisition of Veritas will vest at the time of
termination of employment. The exercise period specified in each
of the applicable stock option or restricted stock unit
agreements will apply for exercise after termination of
employment.
|
40
|
|
|
|
|
50% of any remaining unpaid portion of the executives
sign-on incentive bonus will be paid upon termination of
employment, and the remainder will be paid 12 months after
termination of employment, subject to certain obligations of the
executive with respect to consulting services and
non-competition.
|
|
|
|
Full payment of premiums for COBRA continuation health care
coverage for the executive, his spouse and his other eligible
dependents under Symantecs group health plan, until the
earlier of
(i) 12-months
after the first day of the first month after termination of
employment or (ii) the first date that executive receives
coverage under another employers program providing
substantially the same level of benefits without exclusion for
pre-existing medical conditions.
|
On January 14, 2004, Symantec entered into an offer letter
with Thomas W. Kendra. Pursuant to that agreement,
Mr. Kendra was granted an annual base salary of $325,000,
which shall not be reduced during his employment with Symantec,
and an annual bonus target of 60% of his annual base salary.
Mr. Kendra also received a one-time bonus in the amount of
$285,000 that was paid within 30 days of his hiring. In
addition, Mr. Kendra is eligible to receive $1,818,370 in
six equal, semi-annual payments beginning in July 2004, subject
to his continued employment at the time of the payout, and
subject to Symantec meeting its planned revenue objectives. The
offer letter also provides for an acceleration of these payments
in the event of Mr. Kendras death or termination
without cause or in the event Symantec is acquired by another
entity and the acquiring party terminates his employment without
cause. Under the terms of the agreement, Symantec also granted
to Mr. Kendra an option to purchase 150,000 shares of
the companys common stock. Mr. Kendra is eligible to
participate in all employee benefit plans and perquisites
applicable to an employee of his grade level.
In January 2001, the Board approved the Symantec Executive
Retention Plan, to deal with employment termination resulting
from a change in control of the company. The plan was modified
by the Board in July 2002 and April 2006. Under the terms of the
plan, all equity compensation awards (including, among others,
options, restricted stock, restricted stock units and stock
appreciation rights) granted by the company to the
companys Section 16(b) officers and certain other
executives would become fully vested and, if applicable,
exercisable upon a change in control of the company (as defined
in the plan) followed by termination without cause or
constructive termination by the acquirer within 12 months
after the change in control.
Related
Party Transactions
Symantec has adopted a relocation program to assist senior
managers required to relocate in connection with their
employment duties. Under this program, a relocation company
typically purchases the former residence from the relocating
senior manager and arranges for a buyer to purchase the
home in practice this may occur immediately after
the purchase. In the event that the residence is sold by the
relocation company at a loss, or if the residence cannot be
sold, Symantec is responsible for compensating the relocation
company for the differential. Pursuant to this program, Symantec
engaged the services of a relocation company to purchase and
sell the former residence of Mr. Beer on behalf of Symantec
and to reimburse him for agreed upon relocation costs. The
relocation company purchased the home from Mr. Beer in
March 2006 and the home was subsequently sold during fiscal year
2007. Symantec paid the relocation company an aggregate of
$98,550 to cover the difference between the final sale price of
the house and the price at which the relocation company
purchased the house.
Symantec has adopted provisions in its certificate of
incorporation and by-laws that limit the liability of its
directors and provide for indemnification of its officers and
directors to the full extent permitted under Delaware law. Under
Symantecs Certificate of Incorporation, and as permitted
under the Delaware General Corporation Law, directors are not
liable to Symantec or its stockholders for monetary damages
arising from a breach of their fiduciary duty of care as
directors, including such conduct during a merger or tender
offer. In addition, Symantec has entered into separate
indemnification agreements with its directors and officers that
could require Symantec, among other things, to indemnify them
against certain liabilities that may arise by reason of their
status or service as directors or officers. Such provisions do
not, however, affect liability for any breach of a
directors duty of loyalty to Symantec or its stockholders,
liability for acts or omissions not in good faith or involving
intentional misconduct or knowing violations of law, liability
for transactions in which the director derived an improper
personal benefit or liability for the payment of a dividend in
violation of Delaware law. Such limitation of liability also
does not limit a directors liability for violation of, or
otherwise relieve Symantec or its directors from the necessity
of complying with, federal or state securities laws or affect
the availability of equitable remedies such as injunctive relief
or rescission.
41
REPORT OF
THE AUDIT COMMITTEE
The information contained in the following report of
Symantecs Audit Committee is not considered to be
soliciting material, filed or
incorporated by reference in any past or future filing by
Symantec under the Securities Exchange Act of 1934 or the
Securities Act of 1933 unless and only to the extent that
Symantec specifically incorporates it by reference.
The Audit Committee is comprised solely of independent
directors, as defined in the Marketplace Rules of The NASDAQ
Stock Market, and operates under a written charter which was
most recently amended by the Board on July 19, 2005. The
Audit Committee oversees Symantecs financial reporting
process on behalf of the Board. Management has primary
responsibility for the financial statements and the reporting
process, including the systems of internal controls. In
fulfilling its oversight responsibilities, the Audit Committee
reviewed the audited financial statements in Symantecs
Annual Report on
Form 10-K
for the fiscal year ended March 31, 2006 with management,
including a discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness
of significant judgments, and the clarity of the disclosures in
the financial statements.
The Audit Committee reviewed with Symantecs independent
registered public accounting firm, who are responsible for
expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting
principles, their judgments as to the quality, not just the
acceptability, of Symantecs accounting principles and such
other matters as are required to be discussed with the Audit
Committee under Statement on Auditing Standards No. 61,
Communications with Audit Committees. In addition,
the Audit Committee has discussed with the independent
registered public accounting firm the registered public
accounting firms independence from management and
Symantec, including the matters in the written disclosures
required by professional standards. The Audit Committee also
received and reviewed the independence letter from the
independent registered public accounting firm required by
Independence Standards Board Standard No. 1.
The Audit Committee discussed with Symantecs internal
accountants and independent registered public accounting firm
the overall scope and plans for their respective audits. The
Audit Committee meets with the internal accountants and
independent registered public accounting firm, with and without
management present, to discuss the results of their
examinations, their evaluations of Symantecs internal
controls, and the overall quality of Symantecs financial
reporting.
The Audit Committee also received the report of management
contained in Symantecs Annual Report on
Form 10-K
for the fiscal year ended March 31, 2006, as well as
KPMGs Report of Independent Registered Public Accounting
Firm included in Symantecs Annual Report on
Form 10-K
related to its audit of (i) the consolidated financial
statements and financial statement schedule,
(ii) managements assessment of the effectiveness of
the internal control over financial reporting and (iii) the
effectiveness of internal control over financial reporting. The
Audit Committee continues to oversee Symantecs efforts
related to its internal control over financial reporting and
managements preparations for the evaluation in fiscal 2007.
In reliance on the reviews and discussions referred to above,
the Audit Committee recommended to the Board (and the Board has
approved) that the audited financial statements be included in
Symantecs Annual Report on
Form 10-K
for the fiscal year ended March 31, 2006 for filing with
the SEC.
By: The Audit Committee of the Board of Directors:
David L. Mahoney
Robert S. Miller
George Reyes
David J. Roux
V. Paul Unruh (Chairman)
July 25, 2006
42
STOCK
PRICE PERFORMANCE GRAPHS
The information contained in the following charts entitled
Comparison of Cumulative Total Return is not
considered to be soliciting material, or
filed, or incorporated by reference in any past or
future filing by Symantec under the Securities Exchange Act of
1934 or the Securities Act of 1933 unless and only to the extent
that Symantec specifically incorporates it by reference.
COMPARISON
OF CUMULATIVE TOTAL RETURN
March 31, 2001 to March 31, 2006
The graph below compares the cumulative total stockholder return
on Symantec common stock from March 31, 2001 to
March 31, 2006 with the cumulative total return on the
S&P 500 Composite Index and the S&P Information
Technology Index over the same period (assuming the investment
of $100 in Symantec common stock and in each of the other
indices on March 31, 2001, and reinvestment of all
dividends, although no dividends other than stock dividends have
been declared on Symantec common stock). The comparisons in the
graph below are based on historical data and are not intended to
forecast the possible future performance of Symantec common
stock.
COMPARISON
OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG SYMANTEC CORPORATION, THE S & P 500 INDEX
AND THE S & P INFORMATION TECHNOLOGY INDEX
|
|
* |
$100 invested on 3/31/01 in stock or index-including
reinvestment of dividends. Fiscal year ending March 31.
|
Copyright
©
2006, Standard & Poors, a division of The
McGraw-Hill Companies, Inc. All rights reserved.
www.researchdatagroup.com/S&P.htm
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3/01
|
|
|
|
3/02
|
|
|
|
3/03
|
|
|
3/04
|
|
|
3/05
|
|
|
3/06
|
Symantec Corporation
|
|
|
|
100.00
|
|
|
|
|
197.12
|
|
|
|
|
187.41
|
|
|
|
442.93
|
|
|
|
408.11
|
|
|
|
322.01
|
S&P 500
|
|
|
|
100.00
|
|
|
|
|
100.24
|
|
|
|
|
75.42
|
|
|
|
101.91
|
|
|
|
108.73
|
|
|
|
121.48
|
S&P Information Technology
|
|
|
|
100.00
|
|
|
|
|
92.60
|
|
|
|
|
62.36
|
|
|
|
89.83
|
|
|
|
87.59
|
|
|
|
99.44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
43
COMPARISON
OF CUMULATIVE TOTAL RETURN
June 23,
1989(1) to March 31, 2006
The graph below compares the cumulative total shareholder return
on Symantec common stock from June 23, 1989 (the date of
Symantecs initial public offering) to March 31, 2006
with the cumulative total return on the S&P 500 Composite
Index and the S&P Information Technology Index over the same
period (assuming the investment of $100 in Symantec common stock
and in each of the other indices on June 30, 1989, and
reinvestment of all dividends, although no dividends other than
stock dividends have been declared on Symantec common stock).
Symantec has provided this additional data to provide the
perspective of a longer time period which is consistent with
Symantecs history as a public company. The comparisons in
the graph below are based on historical data and are not
intended to forecast the possible future performance of Symantec
common stock.
COMPARISON
OF 17 YEAR CUMULATIVE TOTAL RETURN*
AMONG SYMANTEC CORPORATION, THE S & P 500 INDEX
AND THE S & P INFORMATION TECHNOLOGY INDEX
|
|
* |
$100 invested on 6/23/89 in stock or index-including
reinvestment of dividends. Fiscal year ending March 31.
|
Copyright
©
2006, Standard & Poors, a division of The
McGraw-Hill Companies, Inc. All rights reserved.
www.researchdatagroup.com/S&P.htm
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6/89
|
|
|
|
3/90
|
|
|
|
3/91
|
|
|
|
3/92
|
|
|
|
3/93
|
|
|
|
3/94
|
|
|
|
3/95
|
|
|
|
3/96
|
|
|
|
3/97
|
|
|
|
3/98
|
|
|
|
3/99
|
|
|
|
3/00
|
|
|
|
3/01
|
|
|
|
3/02
|
|
|
|
3/03
|
|
|
|
3/04
|
|
|
|
3/05
|
|
|
|
3/06
|
|
Symantec Corporation
|
|
|
|
100.00
|
|
|
|
|
173.91
|
|
|
|
|
419.57
|
|
|
|
|
743.48
|
|
|
|
|
223.91
|
|
|
|
|
271.74
|
|
|
|
|
400.00
|
|
|
|
|
223.91
|
|
|
|
|
247.83
|
|
|
|
|
468.48
|
|
|
|
|
294.57
|
|
|
|
|
1306.52
|
|
|
|
|
727.17
|
|
|
|
|
1433.39
|
|
|
|
|
1362.78
|
|
|
|
|
3220.87
|
|
|
|
|
2967.65
|
|
|
|
|
2341.57
|
|
S & P 500
|
|
|
|
100.00
|
|
|
|
|
109.59
|
|
|
|
|
125.39
|
|
|
|
|
139.23
|
|
|
|
|
160.44
|
|
|
|
|
162.80
|
|
|
|
|
188.15
|
|
|
|
|
248.54
|
|
|
|
|
297.82
|
|
|
|
|
440.76
|
|
|
|
|
522.12
|
|
|
|
|
615.81
|
|
|
|
|
482.32
|
|
|
|
|
483.49
|
|
|
|
|
363.77
|
|
|
|
|
491.53
|
|
|
|
|
524.42
|
|
|
|
|
585.92
|
|
S & P Information
Technology
|
|
|
|
100.00
|
|
|
|
|
102.11
|
|
|
|
|
121.06
|
|
|
|
|
136.39
|
|
|
|
|
156.61
|
|
|
|
|
182.93
|
|
|
|
|
249.08
|
|
|
|
|
337.49
|
|
|
|
|
468.21
|
|
|
|
|
727.77
|
|
|
|
|
1227.61
|
|
|
|
|
2393.44
|
|
|
|
|
1003.68
|
|
|
|
|
969.35
|
|
|
|
|
670.75
|
|
|
|
|
966.44
|
|
|
|
|
944.51
|
|
|
|
|
1085.68
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Symantecs initial public offering was on June 23,
1989. Data is shown beginning June 30, 1989 because data
for cumulative returns on the S&P 500 and the S&P
Information Technology indices are available only at month end. |
44
ADDITIONAL
INFORMATION
Stockholder
Proposals for the 2007 Annual Meeting
Requirements for Stockholder Proposals to be Brought Before
an Annual Meeting. Symantecs bylaws provide
that, for stockholder nominations to the Board or other
proposals to be considered at an annual meeting, the stockholder
must have given timely notice thereof in writing to the
Corporate Secretary at Symantec Corporation, 20330 Stevens Creek
Boulevard, Cupertino, California 95014, Attn: Corporate
Secretary.
To be timely for the 2007 annual meeting, a stockholders
notice must be delivered to or mailed and received by the
Corporate Secretary of the company at the principal executive
offices of the company between June 15, 2007 and
July 15, 2007. A stockholders notice to the Corporate
Secretary must set forth as to each matter the stockholder
proposes to bring before the annual meeting the information
required by Symantecs bylaws.
Requirements for Stockholder Proposals to be Considered for
Inclusion in the Companys Proxy
Materials. Stockholder proposals submitted
pursuant to
Rule 14a-8
under the Exchange Act and intended to be presented at
Symantecs 2007 annual meeting must be received by the
company not later than April 3, 2007 in order to be
considered for inclusion in Symantecs proxy materials for
that meeting.
Available
Information
Symantec is subject to the informational requirements of the
Exchange Act and in accordance therewith files reports, proxy
and information statements, and other information with the SEC.
Such reports, proxy and information statements, and other
information filed by Symantec can be inspected and copied at the
public reference facilities maintained by the SEC at 100
F Street, NE, Room 1580, Washington, DC 20549.
Copies of such materials can be obtained from the Public
Reference Section of the SEC at the foregoing address at
prescribed rates.
The SEC maintains an Internet website that contains reports,
proxy and information statements, and other information filed
through the SECs Electronic Data Gathering, Analysis and
Retrieval System. This website can be accessed at
www.sec.gov.
Symantec will mail without charge, upon written request, a copy
of Symantecs Annual Report on
Form 10-K
for fiscal year 2006, including the financial statements,
schedule and list of exhibits, and any exhibit specifically
requested. Requests should be sent to:
Symantec Corporation
20330 Stevens Creek Boulevard
Cupertino, California 95014
Attn: Investor Relations
The Annual Report is also available at www.symantec.com.
Householding
Stockholders Sharing the Same Last Name and Address
Symantec has adopted a procedure approved by the SEC called
householding. Under this procedure, Symantec is
delivering to stockholders who reside at the same address and
have the same last name a single copy of our annual report and
proxy statement, unless Symantec has received contrary
instructions from the affected stockholder. Each stockholder who
participates in householding will continue to receive a separate
proxy card. This procedure reduces our printing costs and
postage fees, and helps protect the environment as well.
Stockholders may revoke their consent at any time by contacting
ADP-ICS, either by calling toll-free
(800) 542-1061,
or by writing to ADP-ICS, Householding Department, 51 Mercedes
Way, Edgewood, New York, 11717.
Upon written or oral request, Symantec will promptly deliver a
separate copy of the proxy statement to any stockholder at a
shared address to which a single copy of either of those
documents was delivered. To receive a separate copy of the
annual report or proxy statement, you may write or call
Symantecs Investor Relations Department at 20330 Stevens
Creek Boulevard, Cupertino, California 95014, Attention:
Investor Relations, telephone number
(408) 517-8324.
45
Any stockholders of record who share the same address and
currently receive multiple copies of Symantecs proxy
statement who wish to receive only one copy in the future can
contact Symantecs Investor Relations Department at
the address or telephone number listed above to participate in
the householding program.
A number of brokerage firms have instituted householding. If you
currently hold your Symantec shares in street name,
please contact your bank, broker or other holder of record to
request information about householding.
OTHER
MATTERS
The Board does not presently intend to bring any other business
before the meeting and, so far as is known to the Board, no
matters are to be brought before the meeting except as specified
in the notice of the meeting. As to any business that may arise
and properly come before the meeting, however, it is intended
that proxies, in the form enclosed, will be voted in respect
thereof in accordance with the judgment of the persons voting
such proxies.
46
ANNEX A
SYMANTEC
CORPORATION
2004 EQUITY INCENTIVE PLAN
As
Adopted by the Board on July 20, 2004
and as amended thereafter
1. Purpose. The purpose of this
Plan is to provide incentives to attract, retain and motivate
eligible persons whose present and potential contributions are
important to the success of the Company, its Parent,
Subsidiaries and Affiliates, by offering them an opportunity to
participate in the Companys future performance through
awards of Options, Stock Appreciation Rights, Restricted Stock
Units, and Restricted Stock Awards. Capitalized terms not
defined in the text are defined in Section 24.
2. Shares Subject to the Plan.
2.1 Number of
Shares Available. Subject to
Sections 2.2 and 18, the total number of Shares
reserved and available for grant and issuance pursuant to this
Plan will be fifty-eight million (58,000,000) Shares plus
(i) the number of shares of the Companys Common Stock
reserved under the Companys 1996 Equity Incentive Plan
(the Prior Plan) that are not subject to
outstanding awards under the Prior Plan upon its termination,
and (ii) the number of shares of Common Stock that are
released from, or reacquired by the Company from, awards
outstanding under the Prior Plan upon its termination. Any award
other than an Option or a SAR shall reduce the number of Shares
available for issuance under this Plan by two Shares. Subject to
Sections 2.2 and 18, Shares that: (a) are subject
to issuance upon exercise of an Option but cease to be subject
to such Option for any reason other than exercise of such
Option; (b) are subject to an Award granted hereunder but
are forfeited or are repurchased by the Company at the original
issue price; or (c) are subject to an Award that otherwise
terminates without Shares being issued; will again be available
for grant and issuance in connection with future Awards under
this Plan. No more than ninety million (90,000,000) Shares shall
be issued as ISOs. At all times the Company shall reserve and
keep available a sufficient number of Shares as shall be
required to satisfy the requirements of all outstanding Options
and Restricted Stock Awards granted under this Plan and all
other outstanding Awards granted under this Plan.
2.2 Adjustment of Shares. In the
event that the number of outstanding Shares is changed by a
stock dividend, recapitalization, stock split, reverse stock
split, subdivision, combination, reclassification or similar
change in the capital structure of the Company without
consideration or there is a change in the corporate structure
(including, without limitation, a spin-off), then (a) the
number of Shares reserved for issuance under this Plan,
(b) the Exercise Prices of and number of Shares subject to
outstanding Options, (c) the number of Shares that may be
granted pursuant to Sections 3 and 6 below, and
(d) the Purchase Price and number of Shares subject to
other outstanding Awards, including Restricted Stock Awards,
will be proportionately adjusted, subject to any required action
by the Board or the stockholders of the Company and compliance
with applicable securities laws; provided, however, that
fractions of a Share will not be issued but will either be
replaced by a cash payment equal to the Fair Market Value of
such fraction of a Share or will be rounded up to the nearest
whole Share, as determined by the Committee.
3. Eligibility. ISOs (as defined in
Section 5 below) may be granted only to employees
(including officers and directors who are also employees) of the
Company or of a Parent or Subsidiary of the Company. All other
Awards may be granted to employees, officers, directors,
consultants, independent contractors and advisors of the Company
or any Parent, Subsidiary or Affiliate of the Company;
provided such consultants, contractors and advisors
render bona fide services not in connection with the offer and
sale of securities in a capital-raising transaction; and
provided further, that unless otherwise determined by the
Board, non-employee directors shall receive Options only
pursuant to the formula award provisions set forth in
Section 6. No person will be eligible to receive more than
2,000,000 Shares in any calendar year under this Plan,
pursuant to the grant of Awards hereunder, of which no more than
400,000 Shares shall be covered by Awards of Restricted
Stock and Restricted Stock Units, other than new employees of
the Company or of a Parent or Subsidiary of the Company
(including new employees who are also officers and directors of
the Company or any Parent or Subsidiary of the Company), who are
eligible to receive up to a maximum of 3,000,000 Shares in
the calendar year in which they commence their employment, of
A-1
which no more than 600,000 Shares shall be covered by
Awards of Restricted Stock and Restricted Stock Units. For
purposes of these limits, each Restricted Stock Unit settled in
Shares (but not those settled in cash), shall be deemed to cover
one Share. A person may be granted more than one Award under
this Plan.
4. Administration.
4.1 Committee Authority. This Plan
will be administered by the Committee or by the Board acting as
the Committee. Subject to the general purposes, terms and
conditions of this Plan, and to the direction of the Board,
except as provided in Section 6, the Committee will have
full power to implement and carry out this Plan. Without
limitation, the Committee will have the authority to:
(a) construe and interpret this Plan, any Award Agreement
and any other agreement or document executed pursuant to this
Plan;
(b) prescribe, amend and rescind rules and regulations
relating to this Plan or any Award;
(c) select persons to receive Awards;
(d) determine the form and terms of Awards;
(e) determine the number of Shares or other consideration
subject to Awards;
(f) determine whether Awards will be granted singly, in
combination with, in tandem with, in replacement of, or as
alternatives to, other Awards under this Plan or any other
incentive or compensation plan of the Company or any Parent,
Subsidiary or Affiliate of the Company;
(g) grant waivers of Plan or Award conditions;
(h) determine the vesting, exercisability and payment of
Awards;
(i) correct any defect, supply any omission or reconcile
any inconsistency in this Plan, any Award or any Award Agreement;
(j) amend any option agreements executed in connection with
this Plan;
(k) determine whether an Award has been earned; and
(l) make all other determinations necessary or advisable
for the administration of this Plan.
4.2 Committee Discretion. Any
determination made by the Committee with respect to any Award
will be made in its sole discretion at the time of grant of the
Award or, unless in contravention of any express term of this
Plan or Award, at any later time, and such determination will be
final and binding on the Company and on all persons having an
interest in any Award under this Plan. The Committee may
delegate to one or more officers of the Company the authority to
grant an Award under this Plan to Participants who are not
Insiders of the Company.
4.3 Section 162(m)
Requirements. If two or more members of the Board
are Outside Directors, the Committee will be comprised of at
least two (2) members of the Board, all of who are Outside
Directors.
5. Options. The Committee may grant
Options to eligible persons and will determine whether such
Options will be Incentive Stock Options within the meaning of
the Code (ISOs) or Nonqualified Stock Options
(NQSOs), the number of Shares subject to the
Option, the Exercise Price of the Option, the period during
which the Option may be exercised, and all other terms and
conditions of the Option, subject to the following:
5.1 Form of Option Grant. Each
Option granted under this Plan will be evidenced by an Award
Agreement which will expressly identify the Option as an ISO or
an NQSO (Stock Option Agreement), and will be
in such form and contain such provisions (which need not be the
same for each Participant) as the Committee may from time to
time approve, and which will comply with and be subject to the
terms and conditions of this Plan.
A-2
5.2 Date of Grant. The date of
grant of an Option will be the date on which the Committee makes
the determination to grant such Option, unless otherwise
specified by the Committee. The Stock Option Agreement and a
copy of this Plan will be delivered to the Participant within a
reasonable time after the granting of the Option.
5.3 Exercise Period. Options will
be exercisable within the times or upon the events determined by
the Committee as set forth in the Stock Option Agreement
governing such Option; provided, however, that no Option
will be exercisable after the expiration of ten (10) years
from the date the Option is granted; and provided further that
no ISO granted to a person who directly or by attribution owns
more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or of any Parent or
Subsidiary of the Company (Ten Percent
Stockholder) will be exercisable after the expiration
of five (5) years from the date the ISO is granted. The
Committee also may provide for the exercise of Options to become
exercisable at one time or from time to time, periodically or
otherwise (including, without limitation, the attainment during
a Performance Period of performance goals based on Performance
Factors), in such number of Shares or percentage of Shares as
the Committee determines.
5.4 Exercise Price. The Exercise
Price of an Option will be determined by the Committee when the
Option is granted and may not be less than 100% of the Fair
Market Value of the Shares on the date of grant; provided
that the Exercise Price of any ISO granted to a Ten Percent
Stockholder will not be less than 110% of the Fair Market Value
of the Shares on the date of grant. Payment for the Shares
purchased may be made in accordance with Section 10 of this
Plan.
5.5 Method of Exercise. Options may
be exercised only by delivery to the Company of a written stock
option exercise agreement (the Exercise
Agreement) in a form approved by the Committee (which
need not be the same for each Participant), stating the number
of Shares being purchased, the restrictions imposed on the
Shares purchased under such Exercise Agreement, if any, and such
representations and agreements regarding Participants
investment intent and access to information and other matters,
if any, as may be required or desirable by the Company to comply
with applicable securities laws, together with payment in full
of the Exercise Price for the number of Shares being purchased.
5.6 Termination. Notwithstanding
the exercise periods set forth in the Stock Option Agreement,
exercise of an Option will always be subject to the following:
(a) If the Participant is Terminated for any reason except
death or Disability, then the Participant may exercise such
Participants Options only to the extent that such Options
would have been exercisable upon the Termination Date no later
than three (3) months after the Termination Date (or such
shorter or longer time period not exceeding five (5) years
as may be determined by the Committee, with any exercise beyond
three (3) months after the Termination Date deemed to be an
NQSO), but in any event, no later than the expiration date of
the Options; provided however, that options granted to
non-employee directors pursuant to Section 6 shall remain
exercisable for a period of seven (7) months following the
non-employee directors termination as a director or
consultant of the Company or any Affiliate.
(b) If the Participant is Terminated because of
Participants death or Disability (or the Participant dies
within three (3) months after a Termination other than
because of Participants death or disability), then
Participants Options may be exercised only to the extent
that such Options would have been exercisable by Participant on
the Termination Date and must be exercised by Participant (or
Participants legal representative or authorized assignee)
no later than twelve (12) months after the Termination Date
(or such shorter or longer time period not exceeding five
(5) years as may be determined by the Committee, with any
such exercise beyond (a) three (3) months after the
Termination Date when the Termination is for any reason other
than the Participants death or Disability, or
(b) twelve (12) months after the Termination Date when
the Termination is for Participants death or Disability,
deemed to be an NQSO), but in any event no later than the
expiration date of the Options.
A-3
5.7 Limitations on Exercise. The
Committee may specify a reasonable minimum number of Shares that
may be purchased on any exercise of an Option, provided
that such minimum number will not prevent Participant from
exercising the Option for the full number of Shares for which it
is then exercisable.
5.8 Limitations on ISOs. The
aggregate Fair Market Value (determined as of the date of grant)
of Shares with respect to which ISOs are exercisable for the
first time by a Participant during any calendar year (under this
Plan or under any other incentive stock option plan of the
Company or any Affiliate, Parent or Subsidiary of the Company)
will not exceed $100,000. If the Fair Market Value of Shares on
the date of grant with respect to which ISOs are exercisable for
the first time by a Participant during any calendar year exceeds
$100,000, then the Options for the first $100,000 worth of
Shares to become exercisable in such calendar year will be ISOs
and the Options for the amount in excess of $100,000 that become
exercisable in that calendar year will be NQSOs. In the event
that the Code or the regulations promulgated thereunder are
amended after the Effective Date of this Plan to provide for a
different limit on the Fair Market Value of Shares permitted to
be subject to ISOs, such different limit will be automatically
incorporated herein and will apply to any Options granted after
the effective date of such amendment.
5.9 Modification, Extension or
Renewal. The Committee may modify, extend or
renew outstanding Options and authorize the grant of new Options
in substitution therefor, provided that (a) any such
action may not, without the written consent of a Participant,
impair any of such Participants rights under any Option
previously granted. Any outstanding ISO that is modified,
extended, renewed or otherwise altered will be treated in
accordance with Section 424(h) of the Code; and
(b) notwithstanding anything to the contrary elsewhere in
the Plan, the Company will not reprice Options issued under the
Plan by lowering the Exercise Price of a previously granted
Award, by canceling outstanding Options and issuing
replacements, or by otherwise replacing existing Options with
substitute Options with a lower Exercise Price, without prior
approval of the Companys stockholders.
5.10 No
Disqualification. Notwithstanding any other
provision in this Plan, no term of this Plan relating to ISOs
will be interpreted, amended or altered, nor will any discretion
or authority granted under this Plan be exercised, so as to
disqualify this Plan under Section 422 of the Code or,
without the consent of the Participant affected, to disqualify
any ISO under Section 422 of the Code.
6. Non-Employee Director Equity
Awards. Each continuing non-employee director
shall receive an annual grant of RSUs having a Fair Market Value
on the date of grant equal to $180,000, and such RSU shall be
granted on the first business day following the Companys
first regular Board meeting of the Companys fiscal year.
New non-employee directors shall be granted an initial RSU
having a Fair Market Value on the date of grant equal to
$180,000 on the first business day following such new
non-employee directors election to the Board, prorated
based on the number of days from such non-employee
directors election to the Board to, and including, the
Companys first regular Board meeting of the following
fiscal year. RSUs granted pursuant to this Section 6 vest
on the first anniversary following the date of grant, provided
the non-employee director serves on the Board on such vesting
date, and shall be settled within 30 days of vesting by
distribution of Shares to the non-employee director.
Notwithstanding the foregoing, for the Companys 2007
fiscal year, each non-employee director shall be granted RSUs on
the first business day following the Companys 2006 Annual
Meeting of Stockholders with a Fair Market Value on the date of
grant equal to $180,000, and such RSUs shall vest on
April 1, 2007, provided the non-employee director serves on
the Board on such vesting date, and shall be settled within
30 days of vesting by distribution of Shares to the
non-employee director. The Committee may adopt policies
regarding retention of Shares upon exercise or settlement of
Awards.
7. Restricted Stock Awards. A
Restricted Stock Award is an offer by the Company to issue to an
eligible person Shares that are subject to restrictions. The
Committee will determine to whom an offer will be made, the
number of Shares the person may purchase, the Purchase Price,
the restrictions to which the Shares will be subject, and all
other terms and conditions of the Restricted Stock Award,
subject to the following:
7.1 Restricted Stock Purchase
Agreement. All purchases under a Restricted Stock
Award will be evidenced by a written agreement (the
Restricted Stock Purchase Agreement), which
will be in substantially a form (which need not be the same for
each Participant) that the Committee shall from time to time
approve, and will comply with and be subject to the terms and
conditions of the Plan. A Participant can accept a Restricted
Stock Award only by signing and delivering to the Company the
Restricted Stock Purchase Agreement, and full payment of the
Purchase
A-4
Price, within thirty (30) days from the date the Restricted
Stock Purchase Agreement was delivered to the Participant. If
the Participant does not accept the Restricted Stock Award in
this manner within thirty (30) days, then the offer of the
Restricted Stock Award will terminate, unless the Committee
determines otherwise.
7.2 Purchase Price. The Purchase
Price for a Restricted Stock Award will be determined by the
Committee, and may be less than Fair Market Value (but not less
than the par value of the Shares) on the date the Restricted
Stock Award is granted, provided that the Exercise Price
of any Restricted Stock Award to a Ten Percent Stockholder will
not be less than 110% of the Fair Market Value of the Shares on
the date of grant. Payment of the Purchase Price must be made in
accordance with Section 8 of this Plan and as permitted in
the Restricted Stock Purchase Agreement, and in accordance with
any procedures established by the Company.
7.3 Terms of Restricted Stock
Awards. Restricted Stock Awards will be subject
to all restrictions, if any, that the Committee may impose.
These restrictions may be based on completion of a specified
number of years of service with the Company
and/or upon
completion of the performance goals as set out in advance in the
Participants Restricted Stock Purchase Agreement, which
shall be in such form and contain such provisions (which need
not be the same for each Participant) as the Committee shall
from time to time approve, and which will comply with and be
subject to the terms and conditions of this Plan. Prior to the
grant of a Restricted Stock Award, the Committee shall:
(a) determine the nature, length and starting date of any
Performance Period for the Restricted Stock Award;
(b) select from among the Performance Factors to be used to
measure performance goals, if any; and (c) determine the
number of Shares that may be awarded to the Participant.
Performance Periods may overlap and a Participant may
participate simultaneously with respect to Restricted Stock
Awards that are subject to different Performance Periods and
having different performance goals and other criteria.
7.4 Termination During Performance
Period. Restricted Stock Awards shall cease to
vest immediately if a Participant is Terminated during a
Performance Period for any reason, unless the Committee
determines otherwise, and any unvested Shares subject to such
Restricted Stock Awards shall be subject to the Companys
right to repurchase such Shares, as described in Section 12
of this Plan, if and as set forth in the applicable Restricted
Stock Purchase Agreement.
8. Restricted Stock Units. A
Restricted Stock Unit (or RSU) is an award covering a number of
Shares that may be settled in cash, or by issuance of those
Shares (which may consist of Restricted Stock). A RSU may be
awarded for past services already rendered to the Company, or
any Affiliate, Parent or Subsidiary of the Company pursuant to
an Award Agreement (the RSU Agreement) that
will be in such form (which need not be the same for each
Participant) as the Committee will from time to time approve,
and will comply with and be subject to the following:
8.1 Terms of RSUs. RSUs may vary
from Participant to Participant and between groups of
Participants, and may be based upon the achievement of the
Company, Affiliate, Parent or Subsidiary
and/or
individual performance factors or upon such other criteria as
the Committee may determine. The Committee will determine all
terms of each RSU including, without limitation: the number of
Shares subject to each RSU, the time or times during which each
RSU may be exercised, the consideration to be distributed on
settlement, and the effect on each RSU of its holders
Termination. A RSU may be awarded upon satisfaction of such
performance goals as are set out in advance in the
Participants individual Award Agreement (the
Performance RSU Agreement) that will be in
such form (which need not be the same for each Participant) as
the Committee will from time to time approve, and will comply
with and be subject to the terms and conditions of this Plan. If
the RSU is being earned upon the satisfaction of performance
goals pursuant to a Performance RSU Agreement, then the
Committee will: (a) determine the nature, length and
starting date of any Performance Period for each RSU;
(b) select from among the Performance Factors to be used to
measure the performance, if any; and (c) determine the
number of Shares deemed subject to the RSU. Prior to settlement
of any RSU earned upon the satisfaction of performance goals
pursuant to a Performance RSU Agreement, the Committee shall
determine the extent to which such RSU has been earned.
Performance Periods may overlap and Participants may participate
simultaneously with respect to RSUs that are subject to
different Performance Periods and different performance goals
and other criteria. The number of Shares may be fixed or may
vary in accordance with such performance goals and criteria as
may be determined by the Committee. The Committee may adjust the
performance goals applicable to the RSUs to take into account
changes in law and
A-5
accounting or tax rules and to make such adjustments as the
Committee deems necessary or appropriate to reflect the impact
of extraordinary or unusual items, events or circumstances to
avoid windfalls or hardships.
8.2 Form and Timing of
Settlement. The portion of a RSU being settled
may be paid currently or on a deferred basis with such interest
or dividend equivalent, if any, as the Committee may determine.
Payment may be made in the form of cash or whole Shares or a
combination thereof, either in a lump sum payment or in
installments, all as the Committee will determine.
9. Stock Appreciation Rights. A
Stock Appreciation Right (or SAR) is an award that may be
settled in cash, or Shares (which may consist of Restricted
Stock), having a value equal to the value determined by
multiplying the difference between the Fair Market Value on the
date of settlement over the Exercise Price and the number of
Shares with respect to which the SAR is being settled. A SAR may
be awarded for past services already rendered to the Company, or
any Parent or Subsidiary of the Company pursuant to an Award
Agreement (the SAR Agreement) that will be in
such form (which need not be the same for each Participant) as
the Committee will from time to time approve, and will comply
with and be subject to the following:
9.1 Terms of SARs. SARs may vary
from Participant to Participant and between groups of
Participants, and may be based upon the achievement of the
Company, Parent or Subsidiary
and/or
individual performance factors or upon such other criteria as
the Committee may determine. The Committee will determine all
terms of each SAR including, without limitation: the number of
Shares deemed subject to each SAR, the time or times during
which each SAR may be settled, the consideration to be
distributed on settlement, and the effect on each SAR of its
holders Termination. The Exercise Price of a SAR will be
determined by the Committee when the SAR is granted and may not
be less than 100% of the Fair Market Value of the Shares on the
date of grant. A SAR may be awarded upon satisfaction of such
performance goals as are set out in advance in the
Participants individual Award Agreement (the
Performance SAR Agreement) that will be in
such form (which need not be the same for each Participant) as
the Committee will from time to time approve, and will comply
with and be subject to the terms and conditions of this Plan. If
the SAR is being earned upon the satisfaction of performance
goals pursuant to a Performance SAR Agreement, then the
Committee will: (a) determine the nature, length and
starting date of any Performance Period for each SAR;
(b) select from among the Performance Factors to be used to
measure the performance, if any; and (c) determine the
number of Shares deemed subject to the SAR. Prior to settlement
of any SAR earned upon the satisfaction of performance goals
pursuant to a Performance SAR Agreement, the Committee shall
determine the extent to which such SAR has been earned.
Performance Periods may overlap and Participants may participate
simultaneously with respect to SARs that are subject to
different Performance Periods and different performance goals
and other criteria. The number of Shares may be fixed or may
vary in accordance with such performance goals and criteria as
may be determined by the Committee. The Committee may adjust the
performance goals applicable to the SARs to take into account
changes in law and accounting or tax rules and to make such
adjustments as the Committee deems necessary or appropriate to
reflect the impact of extraordinary or unusual items, events or
circumstances to avoid windfalls or hardships.
9.2 Form and Timing of
Settlement. The portion of a SAR being settled
may be paid currently or on a deferred basis with such interest
or dividend equivalent, if any, as the Committee may determine.
Payment may be made in the form of cash or whole Shares or a
combination thereof, either in a lump sum payment or in
installments, all as the Committee will determine.
10. Payment for Share
Purchases. Payment for Shares purchased pursuant
to this Plan may be made in cash (by check) or, where expressly
approved for the Participant by the Committee and where
permitted by law:
(a) by cancellation of indebtedness of the Company to the
Participant;
(b) by surrender of shares that either: (1) have been
owned by Participant for more than six (6) months and have
been paid for within the meaning of SEC Rule 144 (and, if
such shares were purchased from the Company by use of a
promissory note, such note has been fully paid with respect to
such shares); or (2) were obtained by Participant in the
public market;
(c) by tender of a full recourse promissory note having
such terms as may be approved by the Committee and bearing
interest at a rate sufficient to avoid imputation of income
under Sections 483 and 1274 of the Code;
A-6
provided, however, that Participants who are not
employees or directors of the Company will not be entitled to
purchase Shares with a promissory note unless the note is
adequately secured by collateral other than the Shares;
provided, further, that the portion of the Purchase Price
equal to the par value of the Shares, if any, must be paid in
cash;
(d) by waiver of compensation due or accrued to the
Participant for services rendered; provided, further,
that the portion of the Purchase Price equal to the par
value of the Shares, if any, must be paid in cash;
(e) with respect only to purchases upon exercise of an
Option, and provided that a public market for the Companys
stock exists:
(1) through a same day sale commitment from the
Participant and a broker-dealer that is a member of the National
Association of Securities Dealers (an NASD
Dealer) whereby the Participant irrevocably elects to
exercise the Option and to sell a portion of the Shares so
purchased to pay for the Exercise Price, and whereby the NASD
Dealer irrevocably commits upon receipt of such Shares to
forward the Exercise Price directly to the Company; or
(2) through a margin commitment from the
Participant and an NASD Dealer whereby the Participant
irrevocably elects to exercise the Option and to pledge the
Shares so purchased to the NASD Dealer in a margin account as
security for a loan from the NASD Dealer in the amount of the
Exercise Price, and whereby the NASD Dealer irrevocably commits
upon receipt of such Shares to forward the Exercise Price
directly to the Company; or
(f) by any combination of the foregoing.
11. Withholding Taxes.
11.1 Withholding
Generally. Whenever Shares are to be issued in
satisfaction of Awards granted under this Plan, the Company may
require the Participant to remit to the Company an amount
sufficient to satisfy federal, state and local withholding tax
requirements prior to the delivery of any certificate or
certificates for such Shares. Whenever, under this Plan,
payments in satisfaction of Awards are to be made in cash, such
payment will be net of an amount sufficient to satisfy federal,
state, and local withholding tax requirements.
11.2 Stock Withholding. When, under
applicable tax laws, a Participant incurs tax liability in
connection with the exercise or vesting of any Award that is
subject to tax withholding and the Participant is obligated to
pay the Company the amount required to be withheld, the
Committee may allow the Participant to satisfy the minimum
withholding tax obligation by electing to have the Company
withhold from the Shares to be issued that number of Shares
having a Fair Market Value equal to the minimum amount required
to be withheld, determined on the date that the amount of tax to
be withheld is to be determined (the Tax
Date). All elections by a Participant to have Shares
withheld for this purpose will be made in writing in a form
acceptable to the Committee.
12. Privileges of Stock Ownership; Voting and
Dividends. No Participant will have any of the
rights of a stockholder with respect to any Shares until the
Shares are issued to the Participant. After Shares are issued to
the Participant, the Participant will be a stockholder and have
all the rights of a stockholder with respect to such Shares,
including the right to vote and receive all dividends or other
distributions made or paid with respect to such Shares;
provided, that if such Shares are restricted stock, then
any new, additional or different securities the Participant may
become entitled to receive with respect to such Shares by virtue
of a stock dividend, stock split or any other change in the
corporate or capital structure of the Company will be subject to
the same restrictions as the restricted stock; provided,
further, that the Participant will have no right to retain
such stock dividends or stock distributions with respect to
Shares that are repurchased at the Participants original
Purchase Price.
13. Transferability. Awards granted
under this Plan, and any interest therein, will not be
transferable or assignable by Participant, and may not be made
subject to execution, attachment or similar process, otherwise
than by will or by the laws of descent and distribution or as
consistent with the specific Plan and Award Agreement provisions
relating thereto. All Awards shall be exercisable:
(i) during the Participants lifetime, only by
(A) the
A-7
Participant, or (B) the Participants guardian or
legal representative; and (ii) after Participants
death, by the legal representative of the Participants
heirs or legatees.
14. Restrictions on Shares. At the
discretion of the Committee, the Company may reserve to itself
and/or its
assignee(s) in the Award Agreement a right to repurchase a
portion of or all Shares that are not vested held by a
Participant following such Participants Termination at any
time within ninety (90) days after the later of
Participants Termination Date and the date Participant
purchases Shares under this Plan, for cash
and/or
cancellation of purchase money indebtedness, at the
Participants original Exercise Price or Purchase Price, as
the case may be. All certificates for Shares or other securities
delivered under this Plan will be subject to such stock transfer
orders, legends and other restrictions as the Committee may deem
necessary or advisable, including restrictions under any
applicable federal, state or foreign securities law, or any
rules, regulations and other requirements of the SEC or any
stock exchange or automated quotation system upon which the
Shares may be listed or quoted.
15. Escrow; Pledge of Shares. To
enforce any restrictions on a Participants Shares, the
Committee may require the Participant to deposit all
certificates representing Shares, together with stock powers or
other instruments of transfer approved by the Committee,
appropriately endorsed in blank, with the Company or an agent
designated by the Company to hold in escrow until such
restrictions have lapsed or terminated, and the Committee may
cause a legend or legends referencing such restrictions to be
placed on the certificates. Any Participant who is permitted to
execute a promissory note as partial or full consideration for
the purchase of Shares under this Plan will be required to
pledge and deposit with the Company all or part of the Shares so
purchased as collateral to secure the payment of
Participants obligation to the Company under the
promissory note; provided, however, that the Committee
may require or accept other or additional forms of collateral to
secure the payment of such obligation and, in any event, the
Company will have full recourse against the Participant under
the promissory note notwithstanding any pledge of the
Participants Shares or other collateral. In connection
with any pledge of the Shares, Participant will be required to
execute and deliver a written pledge agreement in such form as
the Committee will from time to time approve. The Shares
purchased with the promissory note may be released from the
pledge on a pro rata basis as the promissory note is paid.
16. Exchange and Buyout of
Awards. The Committee may, at any time or from
time to time, authorize the Company, with the consent of the
respective Participants, to issue new Awards in exchange for the
surrender and cancellation of any or all outstanding Awards. The
Committee may at any time buy from a Participant an Award
previously granted with payment in cash, Shares (including
restricted stock) or other consideration, based on such terms
and conditions as the Committee and the Participant may agree.
This Section shall not be construed to defeat the approval
requirements of Section 5.9 for any repricing of Options.
17. Securities Law and Other Regulatory
Compliance. An Award will not be effective unless
such Award is in compliance with all applicable federal and
state securities laws, rules and regulations of any governmental
body, and the requirements of any stock exchange or automated
quotation system upon which the Shares may then be listed or
quoted, as they are in effect on the date of grant of the Award
and also on the date of exercise or other issuance.
Notwithstanding any other provision in this Plan, the Company
will have no obligation to issue or deliver certificates for
Shares under this Plan prior to: (a) obtaining any
approvals from governmental agencies that the Company determines
are necessary or advisable;
and/or
(b) completion of any registration or other qualification
of such Shares under any state or federal law or ruling of any
governmental body that the Company determines to be necessary or
advisable. The Company will be under no obligation to register
the Shares with the SEC or to effect compliance with the
registration, qualification or listing requirements of any state
securities laws, stock exchange or automated quotation system,
and the Company will have no liability for any inability or
failure to do so.
18. Corporate Transactions.
18.1 Assumption or Replacement of Awards by
Successor. In the event of (a) a dissolution
or liquidation of the Company, (b) a merger or
consolidation in which the Company is not the surviving
corporation (other than a merger or consolidation with a
wholly-owned subsidiary, a reincorporation of the Company in a
different jurisdiction, or other transaction in which there is
no substantial change in the stockholders of the Company or
their relative stock holdings and the Awards granted under this
Plan are assumed, converted or replaced by the
A-8
successor corporation, which assumption will be binding on all
Participants), (c) a merger in which the Company is the
surviving corporation but after which the stockholders of the
Company (other than any stockholder which merges (or which owns
or controls another corporation which merges) with the Company
in such merger) cease to own their shares or other equity
interests in the Company, (d) the sale of substantially all
of the assets of the Company, or (e) any other transaction
which qualifies as a corporate transaction under
Section 424(a) of the Code wherein the stockholders of the
Company give up all of their equity interest in the Company
(except for the acquisition, sale or transfer of all or
substantially all of the outstanding shares of the Company from
or by the stockholders of the Company), any or all outstanding
Awards may be assumed, converted or replaced by the successor
corporation (if any), which assumption, conversion or
replacement will be binding on all Participants, or the
successor corporation may substitute equivalent awards or
provide substantially similar consideration to Participants as
was provided to stockholders (after taking into account the
existing provisions of the Awards); provided that all formula
option grants, pursuant to Section 6, shall accelerate and
be fully vested upon such merger, consolidation or corporate
transaction and to the extent unexercised shall terminate upon
such merger, consolidation or corporate transaction. In the
event such successor corporation (if any) fails to assume or
substitute Awards pursuant to a transaction described in this
Subsection 18.1, all such Awards will expire on such
transaction at such time and on such conditions as the Board
shall determine.
18.2 Other Treatment of
Awards. Subject to any greater rights granted to
Participants under the foregoing provisions of this
Section 18, in the event of the occurrence of any
transaction described in Section 18.1, any outstanding
Awards will be treated as provided in the applicable agreement
or plan of merger, consolidation, dissolution, liquidation, sale
of assets or other corporate transaction.
18.3 Assumption of Awards by the
Company. The Company, from time to time, also may
substitute or assume outstanding awards granted by another
company, whether in connection with an acquisition of such other
company or otherwise, by either; (a) granting an Award
under this Plan in substitution of such other companys
award; or (b) assuming such award as if it had been granted
under this Plan if the terms of such assumed award could be
applied to an Award granted under this Plan. Such substitution
or assumption will be permissible if the holder of the
substituted or assumed award would have been eligible to be
granted an Award under this Plan if the other company had
applied the rules of this Plan to such grant. In the event the
Company assumes an award granted by another company, the terms
and conditions of such award will remain unchanged (except
that the exercise price and the number and nature of Shares
issuable upon exercise of any such option will be adjusted
appropriately pursuant to Section 424(a) of the Code). In
the event the Company elects to grant a new Option rather than
assuming an existing option, such new Option may be granted with
a similarly adjusted Exercise Price.
19. No Obligation to Employ; Accelerated
Expiration of Award for Harmful Act. Nothing in
this Plan or any Award granted under this Plan will confer or be
deemed to confer on any Participant any right to continue in the
employ of, or to continue any other relationship with, the
Company or any Parent, Subsidiary or Affiliate of the Company or
limit in any way the right of the Company or any Parent,
Subsidiary or Affiliate of the Company to terminate
Participants employment or other relationship at any time,
with or without cause. Notwithstanding anything to the contrary
herein, if a Participant is Terminated because of such
Participants actual or alleged commitment of a criminal
act or an intentional tort and the Company (or an employee of
the Company) is the victim or object of such criminal act or
intentional tort or such criminal act or intentional tort
results, in the reasonable opinion of the Company, in liability,
loss, damage or injury to the Company, then, at the
Companys election, Participants Awards shall not be
exercisable and shall expire upon the Participants
Termination Date. Termination by the Company based on a
Participants alleged commitment of a criminal act or an
intentional tort shall be based on a reasonable investigation of
the facts and a determination by the Company that a
preponderance of the evidence discovered in such investigation
indicates that such Participant is guilty of such criminal act
or intentional tort.
20. Adoption and Stockholder
Approval. This Plan will become effective on the
date that it is adopted by the Board (the Effective
Date). This Plan shall be approved by the stockholders
of the Company (excluding Shares issued pursuant to this Plan),
consistent with applicable laws, within twelve (12) months
before or after the Effective Date. Upon the Effective Date, the
Board may grant Awards pursuant to this Plan; provided,
however, that: (a) no Option may be exercised prior to
initial stockholder approval of this Plan; (b) no Option
granted pursuant to an increase in the number of Shares subject
to this Plan approved by the Board will be exercised prior to
the time
A-9
such increase has been approved by the stockholders of the
Company; and (c) in the event that stockholder approval of
this Plan or any amendment increasing the number of Shares
subject to this Plan is not obtained, all Awards granted
hereunder will be canceled, any Shares issued pursuant to any
Award will be canceled, and any purchase of Shares hereunder
will be rescinded.
21. Term of Plan. Unless earlier
terminated as provided herein, this Plan will terminate ten
(10) years from the date this Plan is adopted by the Board
or, if earlier, the date of stockholder approval.
22. Amendment or Termination of
Plan. The Board may at any time terminate or
amend this Plan in any respect, including without limitation
amendment of Section 6 of this Plan; provided, however,
that the Board will not, without the approval of the
stockholders of the Company, amend this Plan to increase the
number of shares that may be issued under this Plan, change the
designation of employees or class of employees eligible for
participation in this Plan or materially modify a provision of
the Plan.
23. Nonexclusivity of the
Plan. Neither the adoption of this Plan by the
Board, the submission of this Plan to the stockholders of the
Company for approval, nor any provision of this Plan will be
construed as creating any limitations on the power of the Board
to adopt such additional compensation arrangements as it may
deem desirable, including, without limitation, the granting of
stock options and bonuses otherwise than under this Plan, and
such arrangements may be either generally applicable or
applicable only in specific cases.
24. Definitions. As used in this
Plan, the following terms will have the following meanings:
Affiliate means any corporation that
directly, or indirectly through one or more intermediaries,
controls or is controlled by, or is under common control with,
another corporation, where control (including the
terms controlled by and under common control
with) means the possession, direct or indirect, of the
power to cause the direction of the management and policies of
the corporation, whether through the ownership of voting
securities, by contract or otherwise.
Award means any award under this Plan,
including any Option, Stock Appreciation Right, Restricted Stock
Unit, or Restricted Stock Award.
Award Agreement means, with respect to each
Award, the signed written agreement between the Company and the
Participant setting forth the terms and conditions of the Award.
Board means the Board of Directors of the
Company.
Code means the Internal Revenue Code of 1986,
as amended.
Committee means the committee appointed by
the Board to administer this Plan, or if no such committee is
appointed, the Board.
Company means Symantec Corporation, a
corporation organized under the laws of the State of Delaware,
or any successor corporation.
Disability means a disability, whether
temporary or permanent, partial or total, within the meaning of
Section 22(e)(3) of the Code, as determined by the
Committee.
Exercise Price means the price at which a
holder of an Option may purchase the Shares issuable upon
exercise of the Option, and in the case of a Stock Appreciation
Right the value specified on the date of grant that is
subtracted from the Fair Market Value when such Stock
Appreciation Right is settled.
Fair Market Value means, as of any date, the
value of a share of the Companys Common Stock determined
as follows:
(a) if such Common Stock is then quoted on the Nasdaq
Global Select Market, the Nasdaq Global Market or the Nasdaq
Capital Market (collectively, the Nasdaq
Market), its closing price on the Nasdaq Market on the
date of determination as reported in The Wall Street
Journal;
A-10
(b) if such Common Stock is publicly traded and is then
listed on a national securities exchange, its closing price on
the date of determination on the principal national securities
exchange on which the Common Stock is listed or admitted to
trading as reported in The Wall Street Journal;
(c) if such Common Stock is publicly traded but is not
quoted on the Nasdaq Market nor listed or admitted to trading on
a national securities exchange, the average of the closing bid
and asked prices on the date of determination as reported in
The Wall Street Journal; or
(d) if none of the foregoing is applicable, by the
Committee in good faith.
Insider means an officer or director of the
Company or any other person whose transactions in the
Companys Common Stock are subject to Section 16 of
the Exchange Act.
Outside Director shall mean a person who
satisfies the requirements of an outside director as
set forth in regulations promulgated under Section 162(m)
of the Code.
Option means an award of an option to
purchase Shares pursuant to Section 5.
Parent means any corporation (other than the
Company) in an unbroken chain of corporations ending with the
Company, if at the time of the granting of an Award under this
Plan, each of such corporations other than the Company owns
stock possessing 50% or more of the total combined voting power
of all classes of stock in one of the other corporations in such
chain.
Participant means a person who receives an
Award under this Plan.
Performance Factors means the factors
selected by the Committee from among the following measures to
determine whether the performance goals established by the
Committee and applicable to Awards have been satisfied:
(1) Net revenue
and/or net
revenue growth;
(2) Earnings before income taxes and amortization
and/or
earnings before income taxes and amortization growth;
(3) Operating income
and/or
operating income growth;
(4) Net income
and/or net
income growth;
(5) Earnings per share
and/or
earnings per share growth;
(6) Total stockholder return
and/or total
stockholder return growth;
(7) Return on equity;
(8) Operating cash flow return on income;
(9) Adjusted operating cash flow return on income;
(10) Economic value added; and
(11) Individual business objectives.
Performance Period means the period of
service determined by the Committee, not to exceed five years,
during which years of service or performance is to be measured
for Restricted Stock Awards.
Plan means this Symantec Corporation 2004
Equity Incentive Plan, as amended from time to time.
Purchase Price means the price to be paid for
Shares acquired under this Plan pursuant to an Award other than
an Option.
Restricted Stock Award means an award of
Shares pursuant to Section 7.
A-11
Restricted Stock Unit or RSU
means an award of Shares pursuant to Section 8.
Securities Act means the Securities Act of
1933, as amended.
Shares means shares of the Companys
Common Stock reserved for issuance under this Plan, as adjusted
pursuant to Sections 2 and 18, and any successor
security.
Stock Appreciation Right or
SAR means an Award, granted pursuant to
Section 9.
Subsidiary means any corporation (other than
the Company) in an unbroken chain of corporations beginning with
the Company if, at the time of granting of the Award, each of
the corporations other than the last corporation in the unbroken
chain owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other
corporations in such chain.
Termination or Terminated
means, for purposes of this Plan with respect to a
Participant, that the Participant has for any reason ceased to
provide services as an employee, director, consultant,
independent contractor or advisor to the Company or a Parent,
Subsidiary or Affiliate of the Company, except in the case of
sick leave, military leave, or any other leave of absence
approved by the Committee, provided that such leave is for a
period of not more than ninety (90) days, or reinstatement
upon the expiration of such leave is guaranteed by contract or
statute. The Committee will have sole discretion to determine
whether a Participant has ceased to provide services and the
effective date on which the Participant ceased to provide
services (the Termination Date).
A-12
PROXY
SYMANTEC CORPORATION
WORLD HEADQUARTERS
20330 STEVENS CREEK BOULEVARD
CUPERTINO, CALIFORNIA 95014
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON SEPTEMBER 13, 2006
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder(s) appoints John W. Thompson, James A. Beer and Arthur F. Courville,
and each of them, with full power of substitution, as attorneys and proxies for and in the name and
place of the undersigned, and hereby authorizes each of them to represent and to vote all of the
shares of Common Stock of Symantec Corporation (Symantec) that are held of record by the
undersigned as of July 17, 2006, which the undersigned is entitled to vote at the Annual Meeting of
Stockholders of Symantec to be held on September 13, 2006, at Symantec Corporation, World
Headquarters, 20330 Stevens Creek Boulevard, Cupertino, California, at 8:30 a.m. (Pacific time),
and at any adjournments or postponements thereof.
THIS PROXY, WHEN PROPERLY EXECUTED AND RETURNED IN A TIMELY MANNER, WILL BE VOTED AT THE ANNUAL
MEETING AND AT ANY ADJOURNMENT OR POSTPONEMENT THEREOF IN THE MANNER DESCRIBED HEREIN. IF NO
CONTRARY INDICATION IS MADE, THE PROXY WILL BE VOTED IN FAVOR OF
ELECTING THE NINE NOMINEES NOTED HEREON TO THE BOARD OF DIRECTORS,
AND FOR PROPOSALS 2 AND 3, AND IN ACCORDANCE
WITH THE JUDGMENT OF THE PERSONS NAMED AS PROXIES HEREIN ON ANY OTHER MATTERS THAT MAY PROPERLY
COME BEFORE THE ANNUAL MEETING.
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
CONTINUED AND TO BE SIGNED ON REVERSE SIDE
þ PLEASE MARK VOTES AS IN THIS EXAMPLE.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR
PROPOSALS 1, 2 AND 3
|
1. |
|
To elect nine directors to Symantecs Board of Directors, each to hold office until the
next annual meeting of stockholders and until his successor is elected and qualified or
until his earlier resignation or removal. |
|
|
|
|
NOMINEES: (01) Michael Brown, (02) William T. Coleman, (03) David L. Mahoney, (04) Robert S.
Miller, (05) George Reyes, (06) David Roux, (07) Daniel H. Schulman, (08) John W. Thompson and
(09) V. Paul Unruh |
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
o
|
|
WITHHELD
|
|
o
|
|
FOR |
|
|
ALL
|
|
|
|
FROM ALL
|
|
|
|
ALL |
|
|
NOMINEES
|
|
|
|
NOMINEES
|
|
|
|
EXCEPT |
|
|
|
|
|
o |
|
|
|
|
|
|
For all nominees except as noted above
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN |
|
|
|
2. |
|
|
To approve the amendment and
restatement of the 2004
Equity Incentive Plan,
including an increase of
40,000,000 in the number of
shares reserved for issuance
under the plan, the
modification of the share
pool available under the
plan to reflect a
ratio-based pool, and a
change in the form of equity
grants to our non-employee
directors from stock options
to a fixed dollar amount of
restricted stock units
|
|
o
|
|
o
|
|
o |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3. |
|
|
To ratify the selection of
KPMG LLP as Symantecs
independent registered
public accounting firm for
the 2007 fiscal year.
|
|
o
|
|
o
|
|
o |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT |
|
|
|
|
|
o |
This Proxy must be signed exactly as your name appears hereon. When shares are held by joint
tenants, both should sign. Attorneys, executors, administrators, trustees and guardians should
indicate their capacities. If the signer is a corporation, please print full corporate name and
indicate capacity of duly authorized officer executing on behalf of the corporation. If the signer
is a partnership, please print full partnership name and indicate capacity of duly authorized
person executing on behalf of the partnership.
Signature:
Date:
Signature:
Date: