Symantec 2011 Annual Report Download - page 31

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PROPOSAL NO. 4
ADVISORY VOTE ON EXECUTIVE COMPENSATION
Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and
Section 14A of the Exchange Act, stockholders are entitled to cast an advisory vote on 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:
‘‘RESOLVED, 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 set forth on
pages 32 to 57 of this proxy statement, is hereby approved.”
As described more fully in the Compensation Discussion & Analysis section of this proxy statement, the
Company’s 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 Discussion & Analysis, are:
• Approximately 90% of our CEO’s target compensation was performance-based for fiscal 2011;
• Our CEO’s total direct compensation declined by approximately 6% from fiscal 2010 to fiscal 2011, during a
period when we grew year-over-year revenue by 3% and we grew year-over-year cash flow from operations
by 6%;
• Our CEO’s total target direct compensation for fiscal 2011 was below the median total target direct
compensation of CEOs within our peer group;
• We do not provide for gross-ups of excise tax values under Section 4999 of the Internal Revenue Code;
• Any potential severance payments are well under 3 times our executive officers’ total target cash
compensation; and
• We have clawback provisions in all of our executive compensation plans.
We believe that our compensation program balances the interests of all of our constituencies — our
stockholders, 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-qualified
executive management and maximizing long-term stockholder value. We encourage you to read the Compensation
Discussion & Analysis, compensation tables and narrative discussion in this proxy statement.
The vote on the compensation of our named executive officers is advisory, and therefore not binding. Although
the vote is non-binding, the Compensation Committee and the Board value your opinion and will consider the
outcome of the vote in establishing compensation philosophy and making future compensation decisions.
THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF PROPOSAL NO. 4
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