Symantec 2012 Annual Report Download - page 35

PROPOSAL NO. 3
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
In accordance with Section 14A of the Exchange Act, stockholders are entitled to cast an advisory vote to
approve the compensation of our named executive officers, as disclosed in this proxy statement. Accordingly,
you are being asked to vote on the following resolution at the Annual Meeting:
“R
ESOLVED , that the compensation paid to Symantec Corporation’s named executive officers, as disclosed
in this proxy statement pursuant to the Securities and Exchange Commission’s compensation disclosure rules,
including the Compensation Discussion & Analysis, compensation tables and narrative discussion, is hereby
approved.”
As described more fully in the Compensation Discussion & Analysis section of this proxy statement, our
named executive officers are compensated in a manner consistent with our pay-for-performance philosophy and
corporate governance best practices. A few highlights, which are discussed further in the Compensation Dis-
cussion & Analysis, are:
‰For fiscal 2012, approximately 91% of our former CEO’s target total direct compensation was at risk and,
on average, approximately 89% of the target total direct compensation for our other named executive
officers was at risk.
‰In fiscal 2012, we granted performance-based restricted stock units to our named executive officers in lieu
of stock option grants. Our performance-based restricted units program uses non-GAAP EPS and relative
total stockholder return as performance metrics, two metrics strongly tied to long-term stockholder value
creation. As a result, approximately 68% of the target value of our former CEO’s fiscal 2012 equity
compensation was in the form of performance-based restricted stock units and approximately 32% was in
the form of time-based restricted stock units.
‰In April 2012, we enhanced our long-standing stock ownership guidelines for our executive officers,
requiring them to hold a higher minimum value in shares so that they have an even greater financial stake
in our company, thereby further aligning the interests of our executive officers with those of our stock-
holders.
‰We do not provide for gross-ups of excise tax values under Section 4999 of the Internal Revenue Code,
and any potential severance payments are well under 3 times our executive officers’ total target cash
compensation.
‰We have clawback provisions, providing for the return of any excess compensation received by an execu-
tive officer if our financial statements are the subject of a restatement due to error or misconduct.
‰Our executive officers are prohibited from short-selling Symantec stock or engaging in transactions involv-
ing Symantec-based derivative securities.
‰While our cash incentive compensation is designed to reward outstanding performance of our executive
officers, payouts under each plan are capped to discourage excessive or inappropriate risk taking by our
executive officers.
We believe that our compensation program balances the interests of all of our constituencies — our stock-
holders, our executive officers, the remainder of our employee base, our business partners and our community
by, among other things, focusing on achievement of corporate objectives, attracting and retaining highly-
qualified executive management and maximizing long-term stockholder value. We encourage you to read the
Compensation Discussion & Analysis, compensation tables and narrative discussion in this proxy statement.
The vote to approve the compensation of our named executive officers is advisory, and therefore not bind-
ing. Although the vote is non-binding, the Compensation Committee and the Board value your opinion and will
consider the outcome of the vote in establishing compensation philosophy and making future compensation deci-
sions.
THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 3
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