Symantec 2011 Annual Report Download - page 33

STOCKHOLDER PROPOSAL
Proposal 6 is a stockholder proposal. If the stockholder proponent, or representative who is qualified under state
law, is present at the Annual Meeting and submits the proposal for a vote, then the proposal will be voted upon. The
stockholder proposal is included in this proxy statement exactly as submitted by the stockholder proponent. The
Board’s recommendation on the proposal is presented immediately following the proposal. We will promptly provide
you with the name, address and, to Symantec’s knowledge, the number of voting securities held by the proponent of
the stockholder proposal, upon receiving a written or oral request directed to: Symantec Corporation, Attn: Scott C.
Taylor, Corporate Secretary, 350 Ellis Street, Mountain View, California 94043, telephone: [phone].
PROPOSAL NO. 6
STOCKHOLDER PROPOSAL REGARDING SPECIAL STOCKHOLDER MEETINGS
6 — Special Shareowner Meetings
RESOLVED, Shareowners ask our board to take the steps necessary unilaterally (to the fullest extent permitted
by law) to amend our bylaws and each appropriate governing document to give holders of 10% of our outstanding
common stock (or the lowest percentage permitted by law above 10%) the power to call special shareowner meetings.
This includes that such bylaw and/or charter text will not have any exception or exclusion conditions (to the
fullest extent permitted by law) in regard to calling a special meeting that apply only to shareowners but not to
management and/or the board.
Special meetings allow shareowners to vote on important matters, such as electing new directors, that can arise
between annual meetings. If shareowners cannot call special meetings, management may become insulated and
investor returns may suffer. Shareowner input on the timing of shareowner meetings is especially important during a
major restructuring — when events unfold quickly and issues may become moot by the next annual meeting. This
proposal does not impact our board’s current power to call a special meeting.
This proposal topic won more than 60% support at the following companies: CVS Caremark (CVS), Sprint
Nextel (S), Safeway (SWY), Motorola (MOT) and R.R. Donnelley (RRD).
The merit of this Special Shareowner Meeting proposal should also be considered in the context of the need for
additional improvement in our company’s 2010 reported corporate governance status.
Please encourage our board to respond positively to this proposal: Special Shareowner Meetings — Yes on 6
Our Board of Directors’ Statement in Opposition to Proposal 6
The Board believes that it is important for stockholders to have the ability to call a special meeting, but a
reasonable holding threshold is necessary to reduce the expense and disruption to the Company and to prevent a
small group of stockholders from calling a special meeting to serve their self-interest, rather than the best interests
of the Company and its stockholders. Our Board believes that passage of this proposal is not necessary because
Symantec’s Bylaws already provide stockholders with the ability to call special meetings and other meaningful
rights to take action and influence the governance of the Company.
Symantec’s Bylaws already provide stockholders the ability to call special meetings. Symantec’s Bylaws provide
that stockholders owning 25% of the outstanding shares of the Company’s common stock have the right to call a special
meeting. In addition, other than limitations on calling a special meeting shortly before or after another meeting of
stockholders at which the proposed business was already addressed, there are no restrictive provisions in our Bylaws that
would impede a stockholder’s right or negate the intent of allowing stockholders to call special meetings. The proposal
would permit a special meeting without any reasonable limitations, so that a small number of stockholders could call a
special meeting for any purpose, at any time and with any frequency, for their own narrow purposes or to discuss topics
that the majority of our stockholders may have little or no interest. Also, without having reasonable limitations,
stockholders could call a special meeting on matters that have recently been rejected by our stockholders or are expected
to be considered at another scheduled meeting, which would impose significant additional administrative and financial
burdens on the Company and distract management from their proper focus of operating the business.
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