Symantec 2009 Annual Report Download - page 28

• Mr. Miller (our Lead Director no less and served on two of our key board committees) was designated a
“Problem Director” due to his involvement with the board of Federal-Mogul Corporation, which filed for
Chapter 11 Bankruptcy.
• Mr. Miller had 15-years director tenure — Independence concern and received two-times as many withheld
votes as any other director.
The above concerns shows there is need for improvement. Please encourage our board to respond positively to
this proposal:
Special Shareowner Meetings — Yes on 3
Our Board of Directors’ Statement in Opposition to Proposal 3
The Board agrees that stockholders should have the ability to call a special meeting of the stockholders of the
Company. However, our Board believes that passage of this proposal is not necessary because Symantec’s Bylaws
already meet the essential objective of the proposal, and stockholders already have additional protective measures in
place.
Symantec’s Bylaws already meet the essential objective of the proposal by giving stockholders the ability to call
special meetings. Our Board is committed to effective corporate governance. In addition to the corporate governance
practices noted below, our Board amended Symantec’s Bylaws to provide that stockholders owning 25% of the
outstanding shares of the Company’s common stock have the right to call a special meeting. In addition, other than
limitations on calling a special meeting shortly before or after another meeting of stockholders at which the proposed
business was already addressed, there are no restrictive provisions in the Bylaws that would impede a stockholder’s
right or negate the intent of allowing stockholders to call special meetings. Stockholders may read Symantec’s Bylaws
on its web site at http://investor.symantec.com/phoenix.zhtml?c=89422&p=irol-govHighlights.
25% is a reasonable and appropriate threshold. Many large companies that have special meeting bylaw
provisions set the threshold at 25% or higher. Permitting the stockholders of 25% of the common stock to call
special meetings provides an appropriate balance between ensuring the Board’s accountability to stockholders and
enabling the Board and management to operate the Company in an effective manner. Stockholder meetings are
costly and time consuming for Symantec and its stockholders, and they impose administrative and other burdens on
the Company. Furthermore, permitting the stockholders of 10% of our common stock to call special meetings could
allow a small group of stockholders to call unnecessary and costly meetings on matters that are neither relevant to
the majority of stockholders or in the best interests of the Company and stockholders in general.
Symantec has a strong and effective corporate structure that protects the interests of its stockholders. Symantec
is committed to strong corporate governance practices, and this is reflected by its strong corporate governance ratings.
For example, according to RiskMetrics Group’s Corporate Governance Quotient ranking, as of July 1, 2009, Symantec
outperformed 92.2% of the companies in the S&P 500 and 99.1% of the companies in the Software & Services group.
Symantec’s corporate governance practices include:
• Chairman and CEO positions are separate
• the Board has a Lead Independent Director
• the Company does not have a “poison pill” in place
• the Company has a declassified Board, meaning that the full Board is elected annually
• 8 of the 10 members of the Board are independent directors
• simple majority vote requirement to amend Charter or Bylaws, and to approve transactions
Stockholders are already protected under state law, other regulations and our Bylaws. Symantec is
incorporated in the state of Delaware, which requires that major corporate actions, such as a merger or sale of
substantially all of Symantec’s assets, be approved by stockholders. Symantec is also listed on the NASDAQ Global
Select Market. NASDAQ requires that listed companies obtain stockholder approval for certain actions, such as
19