Symantec 2016 Annual Report Download - page 86

Broker non-votes occur when shares held by a broker for a beneficial owner are not voted either because (i)
the broker did not receive voting instructions from the beneficial owner, or (ii) the broker lacked discretionary
authority to vote the shares. Broker non-votes are counted for purposes of determining whether a quorum is pres-
ent, and have no effect on the matters voted upon. If you are a beneficial holder and do not provide specific vot-
ing instructions to your broker, the broker that holds your shares will not be authorized to vote your shares on any
of the proposals, except for Proposal 2, ratification of the appointment of KPMG as our independent public
accounting firm for the 2017 fiscal year. Accordingly, we encourage you to provide voting instructions to your
broker, whether or not you plan to attend the Annual Meeting.
What is the vote required for each proposal?
The votes required to approve each proposal are as follows:
‰Proposal No. 1. Each director must be elected by a majority of the votes cast, meaning the votes “FOR”
a director must exceed the number of votes “AGAINST” a director.
‰Proposal Nos. 2, 3 and 4. Approval of each of Proposals 2, 3 and 4 requires the affirmative “FOR” vote
of a majority of the shares entitled to vote on these proposals at the Annual Meeting and present in person
or represented by proxy.
What if I return a proxy card but do not make specific choices?
All proxies will be voted in accordance with the instructions specified on the proxy card. If you received a
Notice of Internet Availability, please follow the instructions included on the notice on how to access your proxy
card and vote over the Internet or by telephone. If you sign a physical proxy card and return it without
instructions as to how your shares should be voted on a particular proposal at the Annual Meeting, your shares
will be voted in accordance with the recommendations of our Board stated above.
If you do not vote and you hold your shares in street name, and your broker does not have discretionary
power to vote your shares, your shares may constitute “broker non-votes” (as described above) and will not be
counted in determining the number of shares necessary for approval of the proposals. However, shares that con-
stitute broker non-votes will be counted for the purpose of establishing a quorum for the Annual Meeting. Voting
results will be tabulated and certified by the inspector of elections appointed for the Annual Meeting.
Who is paying for this proxy solicitation?
Symantec is paying the costs of the solicitation of proxies. We have retained D.F. King & Co., Inc. to help
us solicit proxies from brokers, bank nominees and other institutions for a fee of $9,500, plus reasonable out-of-
pocket expenses. We will also reimburse brokerage firms and other persons representing beneficial owners of
shares for their expenses in forwarding solicitation materials to such beneficial owners. In addition, our directors,
officers, and other employees, without additional compensation, may solicit proxies personally or in writing, by
telephone, e-mail, or otherwise. If you choose to access the proxy materials and/or vote over the Internet, you are
responsible for any Internet access charges you may incur.
What does it mean if I receive more than one proxy card or Notice of Internet Availability?
If you receive more than one proxy card or Notice of Internet Availability, your shares are registered in
more than one name or are registered in different accounts. To make certain all of your shares are voted, please
follow the instructions included on the Notice of Internet Availability on how to access each proxy card and vote
each proxy card over the Internet or by telephone. If you received paper proxy materials by mail, please com-
plete, sign and return each proxy card to ensure that all of your shares are voted.
How can I change my vote after submitting my proxy?
You may change your vote or revoke your proxy at any time before your proxy is voted at the Annual Meet-
ing. If you are a stockholder of record, you may change your vote or revoke your proxy by:
‰delivering to the Corporate Secretary of Symantec (by any means, including facsimile) a written notice
stating that the proxy is revoked;
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