Symantec 2013 Annual Report Download - page 36

PROPOSAL NO. 3
ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
In accordance with Section 14A of the Exchange Act, stockholders are entitled to cast an advisory vote to
approve 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:
“R
ESOLVED , 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, is hereby
approved.”
As described more fully in the Compensation Discussion & Analysis section of this proxy statement, our
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 Dis-
cussion & Analysis, are:
‰We continued to diversify the long-term equity incentive compensation component of our regular annual
executive compensation program in furtherance of our philosophy to pay for performance and align the
interests of our executive officers with those of our stockholders. After introducing performance-based
restricted stock units, which derive their value in part on a relative measure of our stock price, as a regular
part of our program last year, in fiscal 2013 we introduced compensation performance-contingent stock
units, which derive their value solely on the basis of increases in our stock price, as part of the compensa-
tion package for our new CEO.
‰We reward outstanding performance that meets our performance goals, and do not payout performance-
based cash or equity awards for unmet goals. Our compensation plans do not have guaranteed payout lev-
els, and are capped to discourage excessive or inappropriate risk taking by our executive officers. For
example, our executives did not receive a payout under our FY13 LTIP since our minimum operating cash
flow target was not achieved during fiscal 2013 as further described on page 60.
‰We continue to grant PRUs to our named executive officers as a regular part of our annual executive
compensation program. We do not award any simple time-vesting stock options to our executives.
‰We ensure that our various incentive plans use different measures which correlate to stockholder value so
that no single metric becomes overly weighted in determining payouts.
‰We narrowed our peer group to be more relevant in terms of complexity, global reach, revenue and mar-
ket capitalization. We selected primarily businesses with an intense software development focus, and
software and engineering-driven companies that compete with us for executive and broader talent.
‰We have long-standing stock ownership guidelines for our executive officers, requiring them to hold a
minimum value in shares so that they have an even greater financial stake in our company, thereby further
aligning the interests of our executive officers with those of our stockholders. We also prohibit the sale of
any shares (except to meet tax withholding obligations) if doing so would cause them to fall below the
required ownership levels.
‰We do not provide for gross-ups of excise tax values under Section 4999 of the Internal Revenue Code.
‰We limit any potential severance payments to well under 3x our executive officers’ total target cash
compensation.
‰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).
‰Our executive officers are prohibited from short-selling Symantec stock or engaging in transactions involv-
ing Symantec-based derivative securities, and are also prohibited from pledging their Symantec stock.
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