Symantec 2016 Annual Report Download - page 37

Last 3 Fiscal Year Gross Burn Rate Summary
Grant Year
Full-Value Shares
Granted
Performance-based
Restricted Stock
Released*
Options & SARs
Granted**
Weighted Average
Common Shares
Outstanding
Gross Burn
Rate
Fiscal 2016 ..... 14,116,762 400,449 — 670,002,129 2.17%
Fiscal 2015 ..... 18,185,270 1,023,897 — 688,798,363 2.79%
Fiscal 2014 ..... 11,476,543 497,796 — 696,309,329 1.72%
* Includes PRUs and performance-contingent stock units (“PCSUs”) released upon vesting. Our fiscal 2015
annual report on Form10-K did not disclose the number of PRUs/PCSUs released but it was included in our
fiscal 2016 annual report on Form10-K. PRUs/PCSUs released for fiscal 2014 includes 197,796 PRUs issued
(released) and 300,000 PCSUs released as disclosed in our fiscal 2014 annual report on Form 10-K.
** No stock options or SARs were granted in fiscal 2014, 2015 and 2016.
Our burn rates for the past two fiscal years have been higher than we initially estimated for reasons includ-
ing the following:
‰Our the weighted average number of shares of common stock outstanding during each of those periods
has decreased as we maintain ongoing share buyback plans to return capital to our stockholders;
‰In preparation for the separation of the Veritas business unit, we hired executives for Veritas resulting in
an increased utilization of the 2013 Plan’s share reserve; and
‰Approximately 10% our workforce received additional grants in fiscal 2015 to help mitigate the retention
risks and provide stability through the sale of Veritas.
Please see “Executive Compensation and Related Information — Compensation Discussion & Analysis
(CD&A)” beginning on page 38 for more discussion of our burn rates and overhang analysis.
Summary of our 2013 Equity Incentive Plan, as Amended
The following is a summary of the principal provisions of the 2013 Plan, as proposed to be amended. This
summary does not purport to be a complete description of all of the provisions of the 2013 Plan. It is qualified in
its entirety by reference to the full text of the 2013 Plan. A copy of the 2013 Plan has been filed with the SEC
with this proxy statement as Appendix A, and any stockholder who wishes to obtain a copy of the 2013 Plan may
do so by written request to the Secretary at Symantec’s headquarters in Mountain View, California.
Eligibility. Employees (including officers), consultants, independent contractors, advisors and members of
the Board (including non-employee directors) are eligible to participate in the 2013 Plan. As of August 2, 2016,
there were approximately 13,000 employees and consultants, including eight executive officers, and ten non-
employee directors that would have been eligible to receive awards under the 2013 Plan if the 2013 Plan, as
proposed to be amended, had been effective as of that date. Since our executive officers and non-employee direc-
tors may participate in the 2013 Plan, each of our executive officers, non-employee directors and director nomi-
nees has an interest in Proposal No. 3.
Types of Awards. Awards that may be granted are stock options (both nonstatutory stock options and
incentive stock options (which may only be granted to employees)), restricted stock awards, RSUs (including
PRUs and performance-contingent stock units (“PCSUs”)) and stock appreciation rights (each individually, an
“award”).
Shares Reserved for Issuance. If Proposal No. 3 is approved, the total number of shares reserved under the
2013 Plan will be 62,000,000 shares, with 27,735,252 available for future issuance (including the available
reserve as of July 21, 2016).
Shares Returned to the Plan. Shares that are subject to issuance upon exercise of an option but cease to be
subject to such option for any reason (other than exercise of such option), shares that are subject to an award that
is granted but is subsequently forfeited or repurchased by Symantec at the original issue price and shares that are
subject to an award that terminates without shares being issued will again be available for grant and issuance
under the 2013 Plan.
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