Symantec 2016 Annual Report Download - page 42

PROPOSAL NO. 4
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 predetermined 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. 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.
‰Our various incentive plans use multiple, non-duplicative 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 reevaluate our peer
group on an annual basis.
‰We have long-standing stock ownership guidelines for our named executive officers, requiring them to
hold a significant minimum value in shares so that they have a material 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 not more than 1x our executive officers’ total target
cash compensation and 3x our CEO’s total 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 approval.
‰We seek stockholder feedback on our executive compensation through an annual advisory vote and
ongoing stockholder engagement.
We believe that our compensation program balances the interests of all of our constituencies — our stock-
holders, our executive officers, the remainder of our employee base, our business partners and our community —
by, among other things, focusing on achievement of corporate objectives, attracting and retaining highly-
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