UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION
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1 Proxy Proposals Discussion: Say On Pay and Special Meeting Threshold Annual Meeting: October 25, 2011 James Beer EVP and CFO Helyn Corcos VP, Investor Relations |
FY11 Board of Directors 2 Lead Independent Director Independent Director Non-independent Director Stephen M. Bennett Former President and CEO Intuit, Inc. William T. Coleman III Partner Alsop Louie Partners Geraldine B. Laybourne Chairman Alloy Inc. Robert S. Miller Chairman American International Group Daniel H. Schulman Group President, Enterprise Growth, American Express Michael Brown Chairman Line 6, Inc. Frank E. Dangeard Managing Partner Harcourt David L. Mahoney Former co-CEO McKesson HBOC, Inc. and CEO iMcKesson LLC Enrique Salem President and CEO Symantec Corporation V. Paul Unruh Former CFO and Vice Chairman Bechtel Group John W. Thomson Chairman of the Board Symantec Corporation |
FY12 Board of Directors 3 Independent Chairman Independent Director Non-independent Director Stephen M. Bennett Stephen M. Bennett Former President and CEO Former President and CEO Intuit, Inc. Intuit, Inc. Geraldine B. Laybourne Geraldine B. Laybourne Chairman Chairman Alloy Inc. Alloy Inc. Michael Brown Michael Brown Chairman Chairman Line 6, Inc. Line 6, Inc. Robert S. Miller Robert S. Miller Chairman Chairman American International Group American International Group Frank E. Dangeard Frank E. Dangeard Managing Partner Managing Partner Harcourt Harcourt Daniel H. Schulman Daniel H. Schulman Group President, Enterprise Growth, Group President, Enterprise Growth, American Express American Express V. Paul Unruh V. Paul Unruh Former CFO and Vice Chairman Former CFO and Vice Chairman Bechtel Group Bechtel Group Enrique Salem Enrique Salem President and CEO President and CEO Symantec Corporation Symantec Corporation David L. Mahoney Former co-CEO McKesson HBOC, Inc. and CEO iMcKesson LLC David L. Mahoney Former co-CEO McKesson HBOC, Inc. and CEO iMcKesson LLC |
Corporate Governance Highlights • Best practices incorporated by Board of Directors – Declassified Board – Majority Voting – Separate Chairman/CEO Roles – In FY11, 9 of 11 Members of the Board are Independent Directors – Lead Independent Director • Stockholders have the right to act by written consent • No stockholder rights plan • Not permitted to re-price stock options without stockholder approval • No excessive perquisites or tax gross-ups • Stock ownership guidelines for Directors & Executive Officers 4 |
Proxy Proposals for Annual Meeting 1. Election of Directors 2. Ratification of auditor appointment of KPMG LLP 3. Amendment to our 2000 Director Equity Incentive Plan 4. Say on Pay 5. Say on Pay Frequency (Annual) 6. Stockholder Proposal: Right to call Special Meeting at 10% Threshold 5 |
Say on Pay • CEO compensation decreased 6% YoY (see Appendix for details) • Target CEO equity and total direct compensation levels are well below peer median targets – CEO’s FY11 base salary and target total cash levels approximate the 25th percentile of peers – Prior to the CEO’s FY11 salary increase to bring his salary closer to the 25th percentile of our peer group, the CEO’s base salary remained the same since 2008 and did not increase upon his promotion to CEO in 2009 – The CEO’s target equity award grant level declined by 35% in FY11 versus FY10 – 90% of CEO’s target total direct compensation is performance-based and approximately 50% is in equity – Increases in actual annual incentive payouts in FY11 reflect strong operating performance in a challenging environment 6 We request your vote FOR proposal #4: Say on Pay |
Say on Pay (Continued) • We have clawback provisions in our short and long term incentive plans • Change in control practices do not include: payments exceeding 3x executive officers’ total target cash compensation; single trigger payments; payments with excise tax gross-ups • Performance objectives are adjusted for acquisitions • We have replaced time-based stock options with performance- based restricted stock grants for fiscal year 2012 – We have caps and thresholds in place for all incentive plans – Two-thirds of CEO equity will be in performance-based RSUs 7 |
Right to Call Special Meeting at 10% Threshold • We do not believe a 10% threshold for special meetings follows corporate governance best practices – Less than 10% of S&P 500 companies have a 10% threshold 1 • We already have a 25% threshold for special meetings that is reasonable and appropriate – 48% of S&P 500 companies allow stockholders rights to call a meeting 1 – 69% of companies that allow rights have a threshold of 25% or higher 1 • Small, special-interest stockholder groups could abuse the right to call special meetings – These groups could call a special meeting at their sole discretion, at any time, with no duty to act other than in their own interests • Our senior executives regularly engage with our stockholders over governance matters, executive compensation, stockholder proposals and other matters • Symantec stockholders are protected by a strong and effective corporate structure and by Delaware state law 8 1. Source: www.SharkRepellent.net We request your vote AGAINST stockholder proposal #6: Special Stockholder Meeting at 10% Threshold |
Summary • We have implemented industry’s best practices on corporate governance and corporate responsibility matters – We maintain a Board Independence policy with all standing committees composed entirely of independent directors • We are improving our execution, as reflected in our last four quarterly financial results, and will continue to build on this momentum – In FY11, we delivered 4% growth in revenue and 16% growth in deferred revenue on a constant currency basis, and 6% growth in cash flow from operations as reported • Requesting your vote FOR Say on Pay – Ensures the long-term success of Symantec and our ability to attract and retain highly- qualified executive management • Requesting your vote AGAINST the right to call special meeting at 10% threshold – A 25% threshold for special meetings is reasonable and appropriate, and is aligned with corporate governance best practices – With a lower threshold, small groups could abuse the right to call special meetings 9 |
Thank you For questions please contact: Helyn Corcos hcorcos@symantec.com (650) 527-5523 Copyright © 2011 Symantec Corporation. All rights reserved. Symantec and the Symantec Logo are trademarks or registered trademarks of Symantec Corporation or its affiliates in the U.S. and other countries. All rights reserved. VeriSign and the Checkmark Circle Design are registered trademarks of VeriSign, Inc. Symantec will acquire the Checkmark Circle Design mark from VeriSign as a part of the acquisition. Symantec plans to use the Checkmark Circle Design mark in connection with the business after completion of the acquisition. Other names may be trademarks of their respective owners. This document is provided for informational purposes only and is not intended as advertising. All warranties relating to the information in this document, either express or implied, are disclaimed to the maximum extent allowed by law. The information in this document is subject to change without notice. 10 |
11 Appendix |
Change in CEO Compensation: FY11 versus FY10 12 Summary of Compensation Details for FY10 & FY11 Enrique Salem, President & CEO RSUs (2) Option Awards (3) ($) ($) ($) ($) ($) ($) ($) FY10 $625,000 $292,969 $2,800,000 $2,398,200 $2,888,793 $17,387 $9,022,349 FY11 $750,000 $1,181,250 $3,100,000 $1,732,800 $1,711,658 $33,974 $8,509,682 % Change 20% 303% 11% -28% -41% 95% -6% (1) Amounts represent values disclosed in the proxy (2) Amounts reflect grant date fair value of restricted stock unit awards granted in the year indicated (3) Amounts reflect grant date fair value of options as disclosed in the SYMC proxy under FASB ASC Topic 718 All Other Compensation Total Salary Cash LTIP (1) Annual Incentive (1) |
Selected Financial Overview (in $ billions, except per share data and employees) FY 2009 FY 2010 FY 2011 GAAP Revenue $6.15 $5.99 $6.19 Non-GAAP EPS 1 Excluding acquisitions 2 $1.52 NA $1.49 NA $1.42 $1.51 GAAP Deferred Revenue $3.06 $3.21 $3.82 Cash flow from Operations $1.67 $1.69 $1.79 Total Employees 17,426 17,489 18,676 Acquisition headcount added per period 932 70 1,394 13 1. Reconciliation of GAAP to Non-GAAP EPS is provided in the appendix 2. The Purchase accounting related deferred revenue write down from our three acquisitions was $165 million in FY11 |
Stock Performance 14 Peers include ADBE, CA, EMC, LXK, CSCO, QCOM, ADI, HRS, STX, AAPL, JNPR, ERTS, ORCL, YHOO and NTAP Update YTD chart 10% 15% 16% 11% SYMC Peer Average NASDAQ S&P 500 1-Year Stock Performance (4/2/10 - 4/1/11) 10% 30% 23% 0% SYMC Peer Average NASDAQ S&P 500 3-Year Stock Performance (3/28/08 - 4/1/11) 11% (3%) (1%) 1% SYMC Peer Average NASDAQ S&P 500 YTD Stock Performance (1/1/11 - 6/15/11) |
Reconciliation of GAAP Statements of Operations to Non-GAAP 1 15 1 Please refer to the Earnings Supplemental Information on our investor relations website at www.symantec.com/invest |