Symantec 2014 Annual Report Download - page 32

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:
‰We reward performance that meets our performance goals. Our compensation plans do not have guaran-
teed payout levels, and our named executive officers do not receive any payouts under performance-based
cash or equity awards if the goals are not met. For example, for fiscal 2014, none of our named executive
officers received a payout under our FY14 Executive Annual Incentive Plans because we did not meet the
threshold level of performance. Our compensation plans are also capped to discourage excessive or
inappropriate risk taking by our executive officers.
‰We continue to grant performance-based restricted stock units (“PRUs”) to our named executive officers
as a regular part of our annual executive compensation program. We do not award any stock options to
our executives.
‰The long-term equity incentive component of our former CEO’s compensation package for fiscal 2014
was composed exclusively of performance-contingent stock units (“PCSUs”), which derive their value on
the basis of increases in our stock price.
‰Our various incentive plans use multiple measures that correlate to stockholder value, such that no single
metric is overly emphasized in determining payouts.
‰Our peer group consists primarily of businesses with a focus on software development or software and
engineering-driven companies that compete with us for talent. Our peer group companies are comparable
to us in terms of complexity, global reach, revenue and market capitalization.
‰We have long-standing stock ownership guidelines for our named executive officers, requiring them to
hold a 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 stockholders. We also prohibit the
sale of any shares (except to meet tax withholding obligations) if doing so would cause them to fall below
the required ownership levels.
‰We do not provide for gross-ups of excise tax values under Section 4999 of the Internal Revenue Code.
‰We limit any potential cash severance payments to under 3x our executive officers’ total target cash
compensation.
‰We have clawback provisions in all of our executive compensation plans (providing for the return of any
excess compensation received by an executive 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, and are also prohibited from pledging their Symantec stock.
‰Our equity incentive plan prohibits the repricing or exchange of equity awards without stockholder appro-
val.
‰We seek stockholder feedback on our executive compensation through an annual advisory vote and
ongoing stockholder engagement.
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