Symantec 2016 Annual Report Download - page 49

‰No Gross-ups Permitted. We do not provide for gross-ups of excise tax values under Section 4999 of the
Code.
‰Limited Severance. We limit any potential cash severance payments to not more than 1x our executive
officers’ total target cash compensation and 3x our Chief Executive Officer’s total target cash compensa-
tion.
‰Clawback Provisions. 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).
‰Short-selling Prohibited. Our executive officers are prohibited from short-selling Symantec stock or
engaging in transactions involving Symantec-based derivative securities, and are also prohibited from
pledging their Symantec stock.
‰Stockholder approval required for Repricing or Exchanges. Our equity incentive plan prohibits the
repricing or exchange of equity awards without stockholder approval.
Summary of Compensation Matters During Fiscal 2016
Business Changes in Fiscal 2016
The developments we experienced in fiscal 2016 were in many ways a product of the framework for com-
pany transformation we set in fiscal 2015:
‰On January 29, 2016, we completed the previously-announced sale of our Veritas information manage-
ment business to Veritas Holdings Ltd., an entity formed and controlled by an affiliate of the private
equity firm The Carlyle Group, allowing us to focus on cybersecurity (the “Veritas Sale”). Two of our
former executive officers joined the Veritas executive team during fiscal 2016 in connection with this
sale.
‰On February 3, 2016, we entered into an investment agreement with the private equity firm Silver Lake
pursuant to which Silver Lake made a $500 million strategic investment in Symantec in March 2016 and
Kenneth Y. Hao of Silver Lake joined our Board.
‰In an effort to strengthen our commitment to return capital to our stockholders as a result of the Veritas
and Silver Lake transactions, our Board announced a total capital return program of $5.5 billion which we
began implementing in fiscal 2016 through the following actions: (a) we paid a $4.00 per share special
dividend in March 2016, resulting in declared and paid aggregate cash dividends of $3.0 billion, or $4.60
per common share, for fiscal 2016 after taking into account payment of our regular quarterly dividends;
and (b) we made upfront payments of $1.5 billion under accelerated stock repurchase agreements we
entered into in November 2015 and March 2016 and received and retired, through April 1, 2016,
67.3 million shares of our common stock thereunder. In addition, we returned to stockholders nearly $368
million through the repurchase of 17 million shares of our common stock in open market transactions
‰In connection with our increased focus on cybersecurity and our operational improvement plan, we also
announced a cost reduction initiative in fiscal 2016, targeting net cost savings of approximately $400 mil-
lion to be achieved by the end of fiscal 2018.
‰In fiscal 2017 we announced a Chief Executive Officer transition process pursuant to which Michael A.
Brown would serve as our Chief Executive Officer through a period of time ending not later than
October 28, 2016 (the “CEO Transition”). In connection with the Blue Coat Acquisition, we announced
that Blue Coat’s Chief Executive Officer, Gregory S. Clark, would replace Mr. Brown as our Chief
Executive Officer and be appointed and join our Board at the closing of the transaction. On August 1,
2016, the Blue Coat Acquisition closed and Mr. Clark became our Chief Executive Officer.
‰In connection with the Blue Coat Acquisition, we also announced on that at the closing of the Blue Coat
Acquisition (i) Silver Lake had agreed to make an additional $500 million investment in Symantec, dou-
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