Symantec 2012 Annual Report Download - page 47

“Say on Pay” Advisory Vote on Executive Compensation
We held our first annual advisory vote on executive compensation, commonly known as “Say-on-Pay,” last
year at our 2011 Annual Meeting of Stockholders, and expect to hold these votes on an annual basis in the future,
including at the 2012 Annual meeting of Stockholders. While these votes are not binding, we believe that it is
important for our stockholders to have an opportunity to express their views regarding our executive compensa-
tion programs and philosophy as disclosed in our proxy statement on an annual basis. The Compensation
Committee values our stockholders’ opinions and the Board and the Compensation Committee will consider the
outcome of the vote when making future compensation decisions for our named executive officers. In addition to
an annual advisory vote on executive compensation, we are committed to ongoing engagement with our stock-
holders on executive compensation matters generally. These engagement efforts take place through telephone
calls, in-person meetings and correspondence with our stockholders.
Approximately 98% of the votes cast on the advisory vote on executive compensation voted in favor of our
executive compensation as disclosed in our 2011 Proxy Statement. The Board and the Compensation Committee
considered this favorable outcome and believed it conveyed our stockholders’ support of our existing executive
compensation philosophy and programs, including the changes implemented at the beginning of fiscal 2012. As a
result, the Compensation Committee has not made any material changes in the structure of our executive
compensation programs or pay for performance philosophy. However, in light of the stockholders’ support of our
pay-for-performance philosophy, we applied this principle to a larger group of our employees by replacing time-
based stock option grants with performance-based restricted stock units for all vice presidents and above.
Roles of Our Compensation Committee, Executive Officers and Consultants in our Compensation Process
The Compensation Committee, which is comprised entirely of independent directors, is responsible for
overseeing all of Symantec’s compensation programs, including the review and recommendation to the
independent directors of our Board all compensation arrangements for our CEO and the review and approval of
the compensation payable to our other named executive officers.
The independent directors of the Board evaluate the CEO’s performance and the Compensation Committee
then reviews and recommends to the independent members of the Board all compensation arrangements for the
CEO. After discussion, the independent members of the Board determine the CEO’s compensation. The
Compensation Committee also discusses the performance of the other named executive officers with the CEO,
reviews the compensation recommendations that the CEO submits for the other named executive officers, makes
any appropriate adjustments, and approves their compensation. While our CEO provides input and makes com-
pensation recommendations with respect to executive officers other than himself, our CEO does not make
recommendations with respect to his own compensation or participate in the deliberations regarding the setting of
his own compensation by the Board or the Compensation Committee.
Since fiscal 2004, the Compensation Committee has engaged Mercer, an outside consulting firm, to provide
advice and ongoing recommendations on executive compensation matters. The Compensation Committee over-
sees Mercer’s engagement. Mercer representatives meet informally with the Compensation Committee Chair and
the Chief Human Resources Officer and also with the Compensation Committee during its regular meetings,
including in executive sessions from time to time without any members of management present.
As part of its engagement in fiscal 2012, Mercer provided, among other services, advice and recom-
mendations on the amount and form of executive and director compensation. For example, Mercer evaluated and
advised the Compensation Committee on the peer group that the Compensation Committee uses to develop a
market composite for purposes of establishing named executive officer pay levels (as described below), the
competitiveness of our director and executive compensation programs, the design of awards under and proposed
performance metrics and ranges for incentive plans, compensation-related trends and developments in our
industry and the broader talent market and regulatory developments relating to compensation practices.
We paid Mercer approximately $187,000 for executive compensation services in fiscal 2012. In addition,
with the Compensation Committee’s approval, management engaged and Symantec paid Mercer and its affiliates
for other services, including approximately $1.898 million for other unrelated consulting and business services.
We also reimbursed Mercer and its affiliates for reasonable travel and business expenses. The Compensation
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