Symantec 2011 Annual Report Download - page 34

Stockholders may read Symantec’s Bylaws on its web site at http://investor.symantec.com/phoenix.zhtml?c
=89422&p=irol-govHighlights.
25% is a reasonable and appropriate threshold. Symantec’s 25% threshold is consistent with the many
other companies in the S&P 500, and we believe represents an appropriate balance between providing stockholders
the ability to call special meetings to vote on important matters that arise between annual meetings and protecting
the resources of the Company and interests of all of our stockholders. Stockholder meetings are costly and time
consuming for Symantec and its stockholders, and they impose administrative and other burdens on the Company.
Furthermore, permitting the stockholders of 10% of our common stock to call special meetings could allow a small
group of stockholders to call unnecessary and costly meetings on matters that are neither relevant to the majority of
stockholders or in the best interests of the Company and stockholders in general.
Small, Special-Interest Stockholder Groups Could Abuse the Right to Call Special Meetings. Each of our
directors has a fiduciary duty to represent all stockholders when determining whether a matter is so pressing that it
must be addressed at a special meeting. In contrast, stockholders do not have any fiduciary obligations to the
Company or other stockholders. The proposal would permit a small group of stockholders who have a special
interest to use the right to call a special meeting to serve their narrow self-interests that are not shared by our
stockholders generally. For example, event-driven hedge funds could use special meetings to disrupt the Company’s
business to facilitate their own short-term focused exit strategies. If this proposal was implemented at a low 10%
threshold, these small, special-interest stockholders would have the ability to call a special meeting at their sole
discretion, at any time, with no duty to act other than in their own interests.
Symantec has a strong and effective corporate structure that protects the interests of its stockholders.
Symantec is committed to strong corporate governance practices, and this is reflected by its strong corporate
governance ratings. Symantec’s corporate governance practices include:
• a majority voting requirement for the election of Directors;
• the Company has a declassified Board, meaning that the full Board is elected annually;
• the Company does not have a “poison pill” in place; and
• a simple majority vote requirement to amend our certificate of incorporation or Bylaws, and to approve
transactions.
Symantec’s current practice includes communications with our stockholders. Our senior executives regu-
larly engage with our stockholders over governance matters, executive compensation, stockholder proposals and
other matters in order to better understand their concerns. Also, we encourage our stockholders to communicate
with our Board by contacting Board members through our Corporate Secretary. Please see “Contacting the Board of
Directors” in this proxy statement.
Stockholders are already protected under state law, other regulations and Symantec’s Bylaws. Stockholder
approval is required for a variety of important, major corporate decisions. Symantec is incorporated in the state of
Delaware, which requires that major corporate actions, such as a merger or sale of substantially all of Symantec’s
assets, be approved by stockholders. In addition, NASDAQ-listed companies, such as Symantec, are required to obtain
stockholder approval for certain actions, such as adopting or materially amending equity compensation plans or
issuing shares above a prescribed threshold. In addition, stockholders have the right under Rule 14a-8 of the Exchange
Act, and under our Bylaws to propose business to be considered by the stockholders at the annual meetings of our
stockholders. Also, as mentioned above, stockholders have the ability to call special meetings under our Bylaws.
For these reasons, the Board believes that stockholders already have a meaningful right to call a special
meeting and that the proposal is not in the best interests of Symantec and its stockholders.
THE BOARD RECOMMENDS A VOTE “AGAINST” PROPOSAL NO. 6.
PROXIES RECEIVED BY THE COMPANY WILL BE VOTED “AGAINST”
THIS PROPOSAL UNLESS OTHERWISE INSTRUCTED.
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