Symantec 2012 Annual Report Download - page 37

Plus our company has taken no action in response to our 51% vote in 2011 for 10% of shareholders to be
able to call a special meeting. Please encourage our board to respond positively to this proposal for improved
governance:
Executives To Retain Significant Stock -Yes on 4.
Our Board of Directors’ Statement in Opposition to Proposal 4
We believe that it is important that our compensation policies and practices firmly align the interests of our
executive officers with those of our stockholders and encourage a focus on the Company’s long-term success and
performance. We further believe that our existing compensation policies and practices, which include (i) stock
ownership requirements, (ii) anti-hedging and recoupment policies, and (iii) an appropriate mix of long-term
equity incentive compensation, strike the appropriate balance; therefore, this proposal is unnecessary and not in
the best interests of our stockholders.
Our executive officers are subject to stock ownership requirements that appropriately align their interests
with the long-term interests of our stockholders. We believe that in order to better align the interests of our
executive officers with those of our stockholders, our executive officers should have a financial stake in our
company. Since October 2005, we have implemented stock ownership requirements for our executive officers.
We review the requirements on an annual basis, and after further review of our peer group’s stock ownership
requirements in April 2012, we increased the minimum levels our executive officers are expected to hold so that
our chief executive officer is now required to hold five times (5x) his base salary in Symantec shares. Mr. Salem,
our former CEO, had a requirement to hold $4,000,000 worth of Symantec shares, and he held an amount that
exceeded this requirement. Our chief financial officer is required to hold three times (3x) his base salary and the
rest of the executive officers are required to hold two times (2x) their base salaries in Symantec shares. Stock
options and unvested restricted stock awards or performance-based restricted stock units do not count towards
satisfying our stock ownership guidelines. In addition, an executive officer who has not satisfied the applicable
stock ownership level must retain at least 50% of all net (after-tax) equity grants until the required stock owner-
ship level has been met. We found that our revised stock ownership and retention requirements are consistent
with our peers’ requirements.
Our existing anti-hedging and recoupment policies further align the interests of our executives with the
long-term interests of stockholders. Our Insider Trading Policy prohibits our employees, including our execu-
tive officers, from short-selling our stock, engaging in transactions involving Symantec-based derivative secu-
rities, or otherwise hedging the economic risk of their Symantec shares. This policy ensures that executives bear
the full economic risk and reward of share ownership with respect to their holdings. Moreover, our compensation
plans contain recoupment (or “claw-back”) provisions in which the executive may be required to pay back profit
realized in the event of certain restatements of our financial statements. In addition, we require all executive offi-
cers to pre-clear any transactions involving Symantec shares with our Compliance Officer prior to entering into
the transaction.
Our executive compensation program encourages a focus on long-term performance. A significant
percentage (over 50%) of our executive officers’ compensation consists of long-term equity incentive awards,
which consists entirely of performance-based restricted stock units (PRUs) and restricted stock units (RSUs).
PRUs are contingent upon the Company achieving certain performance metrics over a three-year period, and are
only awarded if the performance metrics are met. RSUs vest over four years. In addition, under our Long Term
Incentive Plan (LTIP), our executive officers are eligible to receive performance-based compensation after three
years and contingent upon the Company’s performance under the LTIP performance metrics. We believe our
long-term performance compensation enhances the alignment to long-term financial performance of the Com-
pany.
A requirement for our executive officers to retain our stock until at least reaching normal retirement age
could diminish our ability to attract and retain executive talent that is critical to our long-term success. In
order to attract and retain executive executives in a competitive market, we must have a competitive compensa-
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