Symantec 2012 Annual Report Download - page 7

Dear Fellow Shareholders:
As your Board of Directors, we would like to reiterate that our primary focus is creating
long-term shareholder value. Our company has very strong assets, which we believe can
provide even more value and growth for our shareholders. For that reason, on July 24, 2012,
we appointed our independent Chairman of the Board, Stephen M. Bennett, as our new
President and Chief Executive Officer. We believe that Steve is the best candidate as he has a
proven track record of success as CEO of Intuit for eight years and as General Manager of
various businesses at General Electric for more than 20 years. Equally important, he is familiar
with our company through his role as Chairman. Steve has immediately begun to provide the
leadership and stability to strengthen and grow our company for the future.
Best governance practices are a priority for us. Therefore, we simultaneously appointed
independent director Daniel H. Schulman, as our Lead Independent Director to, among other
things, preside at all meetings of the Board at which the Chairman is not present, including
regular executive sessions of the independent directors. Eight of our nine Board members are
independent and only independent Board members serve on our Audit, Compensation, and
Nominating and Governance Committees.
A top priority for our Board is engaging with our shareholders on governance and executive
compensation matters, as well as other company issues. In fiscal 2012, we specifically solicited
your feedback with regard to our shareholders’ ability to call a special meeting. At the time we
initiated our outreach, our Bylaws permitted shareholders with 25% ownership to call a special
meeting. After discussing the matter with a significant portion of our shareholders and
considering our other governance practices, we lowered this threshold to 15% ownership. We
view this threshold as appropriate for protecting the interests of our particular shareholder base
and avoiding over-burdening our company.
Among our other governance best practices of which we are particularly proud are our
majority voting standard for director elections, the annual election of all of our directors, the
ability of our shareholders to act by written consent, the absence of a poison pill, minimum
shareholding requirements for officers and directors, and the simple majority voting provisions
in our charter and bylaws.
We value your views regarding our executive compensation philosophy and programs.
Taking into consideration your feedback and the results of our 2011 “say on pay” vote (98% of
votes cast were in favor of our executive compensation practices), we continued to increase our
focus on long-term, performance-based compensation. In fiscal 2012, we extended our
pay-for-performance practices to a larger group of employees. For example, we now grant
performance-based restricted stock units in lieu of stock option grants to all vice presidents and
above. Our CEO compensation is heavily weighted to equity rather than cash and the value of
most of Steve’s equity compensation is determined by the performance of our stock price over
time, strongly aligning his interests with those of all shareholders.
We’d like to thank you for your support. We are confident that we have the right leadership
structure in place to improve performance, achieve long-term success, and create value for our
shareholders.
The Board of Directors of Symantec Corporation
StephenM.Bennett MichaelA.Brown FrankE.Dangeard
Stephen E. Gillett Geraldine B. Laybourne David L. Mahoney
Robert S. Miller Daniel H. Schulman V. Paul Unruh