UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): September 8, 2020
NortonLifeLock Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware | 000-17781 | 77-0181864 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
60 E. Rio Salado Parkway, Suite 1000, Tempe, AZ | 85281 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code (650) 527-8000
(Former name or former address, if
changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol | Name of each exchange on which registered | ||
Common Stock, par value $0.01 per share | NLOK | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 8, 2020, NortonLifeLock Inc. (the “Company”) announced that Matthew Brown, its Vice President and Chief Accounting Officer, will step down from his position effective November 6, 2020. Mr. Brown’s decision to leave the Company was not due to any disagreement relating to the Company’s management, policies, or practices. Upon Mr. Brown’s departure, Natalie Derse, the Company’s Chief Financial Officer, will assume the responsibility of Principal Accounting Officer.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The 2020 Annual Meeting of Stockholders of the Company was held on September 8, 2020. Set forth below are the matters the stockholders voted on and the final voting results.
Proposal 1: Election of Directors:
Nominee | Votes For | Votes Against | Abstentions | Broker Non- Votes | ||||
Sue Barsamian | 466,136,239 | 6,883,669 | 319,734 | 42,951,498 | ||||
Eric K. Brandt | 444,163,347 | 28,687,746 | 488,549 | 42,951,498 | ||||
Frank E. Dangeard | 458,243,459 | 14,762,261 | 333,922 | 42,951,498 | ||||
Nora M. Denzel | 467,934,522 | 5,088,863 | 316,257 | 42,951,498 | ||||
Peter A. Feld | 457,572,344 | 15,398,085 | 369,213 | 42,951,498 | ||||
Kenneth Y. Hao | 452,888,143 | 20,086,754 | 364,745 | 42,951,498 | ||||
David W. Humphrey | 452,883,051 | 20,117,045 | 339,546 | 42,951,498 | ||||
Vincent Pilette | 461,334,361 | 11,648,530 | 356,751 | 42,951,498 |
Each of the eight nominees was elected to the Company’s Board of Directors, each to hold office until the next annual meeting of stockholders and until his or her successor has been duly elected or until his or her earlier resignation or removal.
Proposal 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2021 fiscal year:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
508,612,418 | 7,382,695 | 296,027 | 0 |
The appointment was ratified.
Proposal 3: Advisory vote to approve the Company’s executive compensation:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
414,011,407 | 58,168,265 | 1,159,970 | 42,951,498 |
The proposal was approved.
Proposal 4: Stockholder proposal regarding political spending disclosure:
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
41,010,175 | 429,773,064 | 2,556,403 | 42,951,498 |
The proposal was not approved.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
NortonLifeLock Inc. | ||
Date: September 8, 2020 | By: | /s/ Bryan S. Ko |
Bryan S. Ko Chief Legal Officer and Corporate Secretary |