Symantec 2012 Annual Report Download - page 15

What is the quorum requirement for the Annual Meeting?
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 meet-
ing if you are present and vote in person at the meeting or if you have properly submitted a proxy.
How are abstentions and broker non-votes treated?
Abstentions (shares present at the meeting and voted “abstain”) are counted for purposes of determining
whether a quorum is present, and have no effect on the election of directors. For the purpose of determining
whether the stockholders have approved all other matters, abstentions have the same effect as an “against” vote.
Broker non-votes occur when shares held by a broker for a beneficial owner are not voted either because
(i) the broker did not receive voting instructions from the beneficial owner, or (ii) the broker lacked discretionary
authority to vote the shares. Broker non-votes are counted for purposes of determining whether a quorum is pres-
ent, and have no effect on the matters voted upon. Note that if you are a beneficial holder and do not provide
specific voting instructions to your broker, the broker that holds your shares will not be authorized to vote on the
election of directors, nor will the broker be authorized to vote on Proposal nos. 3 and 4. Accordingly, we encour-
age you to provide voting instructions to your broker, whether or not you plan to attend the Annual Meeting.
What is the vote required for each proposal?
The votes required to approve each proposal are as follows:
‰Proposal No. 1. Each director must be elected by a majority of the votes cast, meaning the votes “FOR”
a director must exceed the number of votes “AGAINST” a director.
‰Proposal Nos. 2, 3 and 4. Approval of each of Proposals 2, 3 and 4 requires the affirmative “FOR” vote
of a majority of the shares entitled to vote on these proposals at the Annual Meeting and present in person
or represented by proxy.
What if I return a proxy card but do not make specific choices?
All proxies will be voted in accordance with the instructions specified on the proxy card. If you received a
Notice of Internet Availability, please follow the instructions included on the notice on how to access your proxy
card and vote over the Internet or by telephone. If you sign a physical 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 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” (as described above) and will not be
counted in determining the number of shares necessary for approval of the proposals. However, shares that con-
stitute broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting. Voting
results will be tabulated and certified by the inspector of elections appointed for the meeting.
Who is paying for this proxy solicitation?
Symantec is paying the costs of the solicitation of proxies. We have retained Georgeson Inc. to help us
solicit proxies from brokers, bank nominees and other institutions for a fee of $8,500, plus reasonable
out-of-pocket expenses. We will also reimburse brokerage firms and other persons representing beneficial own-
ers of shares for their expenses in forwarding solicitation materials to such beneficial owners. In addition, our
directors, officers, and other employees, without additional compensation, may solicit proxies personally or in
writing, by telephone, e-mail, or otherwise. 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.
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