SYMANTEC CORP (Form: 8-K, Received: 10/25/2013 06:01:28)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 22, 2013

Symantec Corporation

(Exact Name of Registrant as Specified in its Charter)


Delaware	000-17781	77-0181864
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

350 Ellis Street, Mountain View, CA		94043
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code (650) 527-8000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The stockholders of Symantec Corporation (the “Company”) approved the adoption of the Company’s 2013 Equity Incentive Plan (the “EIP”), an amendment to the Company’s 2008 Employee Stock Purchase Plan (the “ESPP”) and an amendment and restatement of the Company’s Senior Executive Incentive Plan (the “SEIP”) at the Annual Meeting of Stockholders of the Company held on October 22, 2013 (the “Annual Meeting”). The Board of Directors of the Company approved the EIP, the amendment to the ESPP and the amendment and restatement of the SEIP on July 25, 2013, subject to stockholder approval at the Annual Meeting. Accordingly, the EIP, ESPP amendment and amendment and restatement of the SEIP became effective upon stockholder approval at the Annual Meeting. The Company’s named executive officers may participate in each of these plans.

As a result of stockholder approval of the EIP at the Annual Meeting, the EIP became effective and the number of authorized shares of the Company’s common stock issuable under the EIP is 45,000,000 shares. In addition, as a result of stockholder approval of an amendment to the ESPP at the Annual Meeting, the ESPP was amended to increase the number of authorized shares of the Company’s common stock issuable thereunder by 30,000,000 shares. In addition, as a result of stockholder approval of the SEIP at the Annual Meeting, the amendment and restatement of the SEIP became effective commencing with fiscal 2014, allowing performance-based compensation awards thereunder to be fully deductible by the Company under Section 162(m) of the Internal Revenue Code of 1986, as amended.

A more complete description of the terms of the EIP, the ESPP and the SEIP can be found in “Proposal No. 4 – Approval of Our 2013 Equity Incentive Plan” (pages 28 through 33), “Proposal No. 5 – Approval of Amendment to Our 2008 Employee Stock Purchase Plan” (pages 34 through 37) and “Proposal No. 6 – Approval of Our Amended and Restated Senior Executive Incentive Plan” (pages 38 through 41) in the Company’s definitive proxy statement dated August 29, 2013, and filed with the Securities and Exchange Commission on August 29, 2013, which descriptions are incorporated by reference herein. The foregoing descriptions and the descriptions incorporated by reference from the Company’s definitive proxy statement are qualified in their entirety by reference to the EIP, the ESPP and the SEIP, copies of which are filed as exhibits to this report.

Item 5.07

Submission of Matters to a Vote of Security Holders.

The Company’s 2013 Annual Meeting of Stockholders was held on October 22, 2013. 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
Stephen M. Bennett		571,971,730		1,746,255		579,977		53,333,214
Michael A. Brown		570,098,798		3,511,826		687,338		53,333,214
Frank E. Dangeard		509,824,174		63,613,290		860,498		53,333,214
Geraldine B. Laybourne		569,485,374		4,236,058		576,530		53,333,214
David L. Mahoney		570,045,930		3,625,663		626,369		53,333,214
Robert S. Miller		568,604,488		5,050,427		643,047		53,333,214
Anita M. Sands		571,874,121		1,832,127		591,714		53,333,214
Daniel H. Schulman		567,562,225		6,158,871		576,866		53,333,214
V. Paul Unruh		571,636,118		2,083,872		577,972		53,333,214
Suzanne M. Vautrinot		571,879,545		1,852,589		565,828		53,333,214

Each of the ten nominees were elected to the Board of Directors, each to hold office until the next annual meeting of stockholders and until his or her successor has been duly elected or until his or her earlier resignation or removal.

Proposal 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2014 fiscal year:


Votes For	Votes Against	Abstentions	Broker Non-Votes
622,996,731	3,939,753	694,692	0

The appointment was ratified.

Proposal 3: Advisory vote to approve the Company’s executive compensation:


Votes For	Votes Against	Abstentions	Broker Non-Votes
559,202,327	11,454,946	3,640,689	53,333,214

The proposal was approved.

Proposal 4: Approval of the Company’s 2013 Equity Incentive Plan:


Votes For	Votes Against	Abstentions	Broker Non-Votes
517,790,915	55,768,960	738,087	53,333,214

The proposal was approved.

Proposal 5: Approval of an amendment to the Company’s 2008 Employee Stock Purchase Plan:


Votes For	Votes Against	Abstentions	Broker Non-Votes
564,365,887	6,845,751	3,086,324	53,333,214

The proposal was approved.

Proposal 6: Approval of the Company’s amended and restated Senior Executive Incentive Plan:


Votes For	Votes Against	Abstentions	Broker Non-Votes
558,091,451	15,393,856	812,655	53,333,214

The proposal was approved.

Item 9.01

Financial Statement and Exhibits.

(d) Exhibits


Exhibit Number		Exhibit Title or Description

10.01		Symantec Corporation 2013 Equity Incentive Plan (incorporated by reference to Exhibit 99.01 to the registration statement on Form S-8 (Registration No. 333-191889) filed by the registrant with the Securities and Exchange Commission on October 24, 2013).

10.02		Symantec Corporation 2008 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 99.02 to the registration statement on Form S-8 (Registration No. 333-191889) filed by the registrant with the Securities and Exchange Commission on October 24, 2013).

10.03		Symantec Corporation Senior Executive Incentive Plan, as amended

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		SYMANTEC CORPORATION

Dated: October 24, 2013	By:	/ S / G REGORY K ING
		Name:	Gregory King
		Title:	Vice President, Corporate Legal Services
			and Assistant Secretary

Exhibit Index


Exhibit Number		Exhibit Title or Description

10.01		Symantec Corporation 2013 Equity Incentive Plan (incorporated by reference to Exhibit 99.01 to the registration statement on Form S-8 (Registration No. 333-191889) filed by the registrant with the Securities and Exchange Commission on October 24, 2013).

10.02		Symantec Corporation 2008 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 99.02 to the registration statement on Form S-8 (Registration No. 333-191889) filed by the registrant with the Securities and Exchange Commission on October 24, 2013).

10.03		Symantec Corporation Senior Executive Incentive Plan, as amended

Exhibit 10.03

SYMANTEC SENIOR EXECUTIVE INCENTIVE PLAN

As Amended and Restated Effective October 22, 2013

Purposes. The Symantec Senior Executive Incentive Plan is a component of Symantec’s overall strategy to pay its employees for performance. The purposes of this Plan are to: (A) motivate senior executives by tying their compensation to performance; (B) reward exceptional performance that supports overall Symantec objectives; and (C) attract and retain top performing employees.

2.	Definitions.

“Award” means any award made under, or pursuant to any program established under, this Plan that is paid, or the value of which is denominated, in cash.

“Code” means the Internal Revenue Code of 1986, as amended.

“Committee” means the Compensation Committee of Symantec’s Board of Directors, or such other committee designated by that Board of Directors, which is authorized to administer the Plan under Section 3 hereof. The Committee shall be comprised solely of directors who are outside directors under Code Section 162(m).

“Participant” means any Senior Executive to whom an Award is granted under the Plan.

“Plan” means this Plan, as amended and restated in September 2008, which shall be known as the Symantec Senior Executive Incentive Plan.

“Symantec” means Symantec Corporation and any corporation or other business entity of which Symantec (i) directly or indirectly has an ownership interest of 50% or more, or (ii) has a right to elect or appoint 50% or more of the board of directors or other governing body.

“Senior Executive” means a Symantec employee who holds an executive officer position and is subject to Section 16 of the Securities Exchange Act of 1934 and such other employees as the Committee may designate.

3.	Administration.

The Plan shall be administered by the Committee. The Committee shall have the authority to:

(i)

interpret and determine all questions of policy and expediency pertaining to the Plan;

(ii)

adopt such rules, regulations, agreements and instruments as it deems necessary for its proper administration;

(iii)

select Senior Executives to receive Awards;

(iv)

determine the terms of Awards, including whether any Awards may participate in any deferral program that may be adopted by Symantec at any time;

(v)

determine cash amounts subject to Awards (within the limits prescribed in the Plan);

(vi)

determine whether Awards will be granted in replacement of or as alternatives to any other incentive or compensation plan of Symantec or an acquired business unit;

(vii)

grant waivers of Plan or Award conditions (but with respect to Awards intended to qualify under Code Section 162(m), only as permitted under that Section);

(viii)

accelerate the payment of Awards (but with respect to Awards intended to qualify under Code Section 162(m), only as permitted under that Section);

(ix)

correct any defect, supply any omission, or reconcile any inconsistency in the Plan, any Award or any Award notice;

(x)

take any and all other actions it deems necessary or advisable for the proper administration of the Plan;

(xi)

adopt such Plan procedures, regulations, subplans and the like as it deems are necessary to enable Senior Executives to receive Awards; and

(xii)

amend the Plan at any time and from time to time, provided however that no amendment to the Plan shall be effective unless approved by Symantec’s stockholders, to the extent such stockholder approval is required under Code Section 162(m) with respect to Awards which are intended to qualify under that Section.

Notwithstanding anything else to the contrary in this Section 3 or elsewhere in this Plan, with respect to any Award subject to a deferral intended to comply with Code Section 409A, the Committee shall not waive conditions applicable to, accelerate payment of or otherwise amend outstanding Awards unless such waiver, acceleration or amendment complies with the requirements of Code Section 409A so as to avoid any amount subject to the Award becoming subject to Code Section 409A(a)(1).

The Committee may delegate its authority to administer Awards to a separate committee or to one or more individuals who are not a member of the Committee; however, only the Committee may grant Awards which are intended to qualify as “performance-based compensation” under Code Section 162(m) and only the Committee may administer Awards if such administrative function has Section 162(m) implications.

4.	Eligibility. Only Senior Executives may become Participants in the Plan.

5.	Performance Goals.

The Committee shall establish performance goals applicable to a particular fiscal year (or a performance period of some other duration) prior to the start of such year or period, provided however that such goals may be established after the start of the fiscal year (or performance period) but while the outcome of the performance goal is substantially uncertain in such manner and at such time as is a permitted method of establishing performance goals under Code Section 162(m).

For purposes of this Plan, a permitted performance goal shall mean any one or more of the following performance criteria, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit, Affiliate or business segment, either individually, alternatively or in any combination, and measured either annually or cumulatively over a period of years (or a period shorter than a year, if required in the context of the award), on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group, in each case as specified by the Committee in the Award:

•

Income, including net income and operating income

•

Stockholder return

•

Earnings per share

•

Revenue, including growth in revenue

•

Market share

•

Return on net assets programs

•

Return on equity

•

Return on investment

•

Cash flow, including cash flow from operations

•

New product releases

•

Employee productivity and satisfaction metrics

•

Strategic plan development and implementation (including individual performance objectives that relate to achievement of the Company’s or any business unit’s strategic plan)

The Committee may appropriately adjust any evaluation of performance under a performance goal to exclude any of the following events that occurs during a performance period: (A) asset write-downs; (B) currency effects; (C) litigation or claim judgments or settlements; (D) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results; (E) accruals for reorganization and restructuring programs; and (F) any extraordinary non-recurring items as described in Accounting Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year.

The Committee shall determine the target level of performance that must be achieved with respect to each criterion that is identified in a performance goal in order for a performance goal to be treated as attained.

The Committee may base performance goals on one or more of the foregoing business criteria. In the event performance goals are based on more than one business criterion, the Committee may determine to make Awards upon attainment of the performance goal relating to any one or more of such criteria, provided the performance goals, when established, are stated as alternatives to one another at the time the performance goal is established.

Awards.

Awards may be made on the basis of Symantec and/or business unit performance goals and formulas determined by the Committee in accordance with this Plan. With respect to any Symantec fiscal year, no Participant shall be granted Award(s) of more than $5,000,000 in aggregate.

After the end of the fiscal year (or performance period), the Committee will determine the extent to which performance goal(s) for each Participant are achieved and the actual Award (if any) for each Participant based on the level of actual performance achieved.

The Committee, in its discretion, may reduce or eliminate a Participant’s Award at any time before it is paid, whether or not calculated on the basis of pre-established performance goals or formulas.

In order to receive payment of or to vest in an Award under this Plan, the Participant must be an active employee and on Symantec’s payroll on either (1) the last day of the fiscal year (or performance period) to which such Award relates or (2) the date of payment or vesting, in each case as specified in the documentation governing the specific Award. The Committee in its sole discretion may make exceptions to this requirement in the case of death or disability, or in the case of a corporate change in control as determined by the Committee in its sole discretion; provided however that the Committee may exercise its discretion in a manner authorized by this sentence only if such exercise is permitted under the requirements applicable to “performance-based compensation” under Code Section 162(m).

Symantec shall withhold all applicable federal, state, local and foreign taxes required by law to be paid or withheld relating to the receipt or payment of any Award.

Subject to further deferral by the Participant under any deferral program that Symantec may from time to time offer, Symantec shall pay all amounts actually earned under Awards on or prior to the later of the following dates: (1) the 15 ^th day of the third month following the end of the Participant’s first taxable year in which the amount is no longer subject to a substantial risk of forfeiture, or (2) the 15 ^th day of the third month following the end of Symantec’s first taxable year in which the amount is no longer subject to a substantial risk of forfeiture.

7.	General.

This Plan, as amended and restated, shall become effective upon stockholder approval of the Plan on or after October 22, 2013.

If Symantec’s financial statements are the subject of a restatement due to error or misconduct, to the extent permitted by governing law, in all appropriate cases, Symantec will seek reimbursement of excess incentive cash compensation paid under this Plan to each Participant for each affected performance period. For purposes of this Plan, excess incentive cash compensation means the positive difference, if any, between (i) the Award paid to the Participant and (ii) the Award that would have been made to the Participant had the applicable performance goal been calculated based on Symantec’s financial statements as restated. Symantec will not be required to award a Participant an additional Plan Award should the restated financial statements result in a higher Award under this Plan.

Any rights of a Participant under the Plan shall not be assignable by such Participant, by operation of law or otherwise, except by will or the laws of descent and distribution. No Participant may create a lien on any funds or rights to which he or she may have an interest under the Plan, or which is held by Symantec for the account of the Participant under the Plan.

Participation in the Plan shall not give any Senior Executive any right to remain in Symantec’s employ. Further, the adoption of this Plan shall not be deemed to give any Senior Executive or other individual the right to be selected as a Participant or to be granted an Award.

To the extent any person acquires a right to receive payments from Symantec under this Plan, such rights shall be no greater than the rights of an unsecured creditor of Symantec’s.

The Plan shall be governed by and construed in accordance with the laws of the State of California.

The Board may amend or terminate the Plan (i) at any time and for any reason subject to stockholder approval and (ii) at any time and for any reason if and to the extent the Plan’s qualification under Code Section 162(m) would not be adversely affected.