Symantec 2012 Annual Report Download - page 36

STOCKHOLDER PROPOSAL
Proposal 4 is a stockholder proposal. If the stockholder proponent, or representative who is qualified under
state law, is present at the Annual Meeting and submits the proposal for a vote, then the proposal will be voted
upon. The stockholder proposal is included in this proxy statement exactly as submitted by the stockholder
proponent. The Board’s recommendation on the proposal is presented immediately following the proposal. We
will promptly provide you with the name, address and, to Symantec’s knowledge, the number of voting securities
held by the proponent of the stockholder proposal, upon receiving a written or oral request directed to: Symantec
Corporation, Attn: Scott C. Taylor, Corporate Secretary, 350 Ellis Street, Mountain View, California 94043,
telephone: [phone].
PROPOSAL NO. 4
STOCKHOLDER PROPOSAL REGARDING EXECUTIVES TO RETAIN SIGNIFICANT STOCK
4 — Executives To Retain Significant Stock
RESOLVED, Shareholders urge that our executive pay committee adopt a policy requiring that senior execu-
tives retain a significant percentage of stock acquired through equity pay programs until reaching normal retire-
ment age and to report to shareholders regarding this policy before our next annual shareholder meeting.
Shareholders recommend that a percentage of at least 25% of net after-tax stock be required. This policy
shall apply to future grants and awards of equity pay and should address the permissibility of transactions such as
hedging transactions which are not sales but reduce the risk of loss to executives. This proposal asks for a
retention policy starting as soon as possible.
Requiring senior executives to hold a significant portion of stock obtained through executive pay plans
would focus our executives on our company’s long-term success. A Conference Board Task Force report on
executive pay stated that hold-to-retirement requirements give executives “an ever-growing incentive to focus on
long-term stock price performance.”
This proposal should also be evaluated in the context of our Company’s overall corporate governance as
reported in 2012:
The Corporate Library, an independent investment research firm rated our company “High Concern” in
Executive Pay — $8 million for our CEO Enrique Salem.
This $8 million included $3 million in stock options and restricted stock units, both of which vest simply
over time. Equity pay should include performance-vesting features. Moreover, market-priced stock options may
provide rewards due to a rising market alone, regardless of an executive’s performance. Furthermore, initial
amounts were determined using only one-year performance periods, which is the antithesis of long-term equity
pay.
In addition, The Corporate Library said the equity ownership guideline of 150,000 shares for our CEO was
too low, considering he received 430,000 stock options and 120,000 restricted stock units in 2011. Finally, our
CEO would potentially be entitled to $10 million for a change in control.
Robert Steve Miller was designated a “flagged (problem) director” by The Corporate Library due to his
tenure on the Federal-Mogul board as it filed for bankruptcy. In spite of this Mr. Miller was given extra
responsibilities and assigned to our audit and nomination committees. Our nomination committee also had two
directors who received our highest negative votes, Michael Brown and Frank Dangeard. Mr. Dangeard was also
on our audit committee.
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