Symantec 2016 Annual Report Download - page 23

PROPOSAL NO. 1
ELECTION OF DIRECTORS
Our Board currently consists of eleven directors, each of whom is nominated for election at the Annual
Meeting, including ten independent directors and our Chief Executive Officer. Each director is elected to serve a
one-year term, with all directors subject to annual election. At the recommendation of the Nominating and
Governance Committee, the Board has nominated the following eleven persons to serve as directors for the term
beginning at the Annual Meeting on November 1, 2016: Gregory S. Clark, Frank E. Dangeard, Kenneth Y. Hao,
David W. Humphrey, Geraldine B. Laybourne, David L. Mahoney, Robert S. Miller, Anita M. Sands, Daniel H.
Schulman, V. Paul Unruh and Suzanne M. Vautrinot.
In February 2016, we entered into an investment agreement, as amended on March 2, 2016, with Silver
Lake Partners IV Cayman (AIV II), L.P. (“Silver Lake”) relating to the issuance to Silver Lake of $500 million
of convertible 2.5% unsecured notes, due in 2021. In connection with the issuance of the notes, we agreed to
expand the size of the Board and appoint a Silver Lake nominee, Kenneth Y. Hao, to the Board. In June 2016, we
entered into a definitive agreement under which we acquired Blue Coat, Inc. (the “Blue Coat Acquisition”) and
Mr. Clark replaced Michael A. Brown as our Chief Executive Officer, and joined our Board at the closing of the
transaction on August 1, 2016. In June 2016, we entered into an investment agreement, with Bain Capital Fund
XI, L.P. and Bain Capital Europe Fund IV, L.P. (“Bain Capital”) and Silver Lake relating to the issuance to Bain
Capital and Silver Lake of an aggregate of $1.25 billion of convertible 2.0% unsecured notes, due in 2021. In
connection with the issuance of the notes, we agreed to expand the size of the Board and appoint a Bain Capital
nominee, David W. Humphrey, a managing director of Bain Capital Private Equity, to the Board concurrently
with the closing of the Blue Coat Acquisition on August 1, 2016.
Unless proxy cards are otherwise marked, the persons named as proxies will vote all proxies FOR the elec-
tion of each nominee named in this section. Proxies submitted to Symantec cannot be voted at the Annual Meet-
ing for nominees other than those nominees named in this proxy statement. However, if any director nominee is
unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a
substitute nominee designated by the Board. Alternatively, the Board may reduce the size of the Board. Each
nominee has consented to serve as a director if elected, and the Board does not believe that any nominee will be
unwilling or unable to serve if elected as a director. Each director will hold office until the next annual meeting
of stockholders and until his or her successor has been duly elected and qualified or until his or her earlier resig-
nation or removal.
Nominees for Director
The names of each nominee for director, their ages as of August 2, 2016, and other information about each
nominee is shown below.
Nominee Age Principal Occupation
Director
Since
Gregory S. Clark ........ 51 Chief Executive Officer 2016
Frank E. Dangeard ...... 58 Managing Partner, Harcourt 2007
Kenneth Y. Hao ........ 47 Managing Partner and Managing Director, Silver Lake 2016
David W. Humphrey ..... 39 Managing Director, Bain Capital 2016
Geraldine B. Laybourne . . 69 Chairman of the Board, Katapult Studio 2008
David L. Mahoney ...... 62 Director 2003
Robert S. Miller ........ 74 President and Chief Executive Officer, International
Automotive Components Group
1994
Anita M. Sands ......... 40 Director 2013
Daniel H. Schulman ..... 58 President and Chief Executive Officer, PayPal
Holdings, Inc.
2000
V. Paul Unruh .......... 67 Director 2005
Suzanne M. Vautrinot .... 56 President, Kilovolt Consulting Inc. 2013
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