Fiscal 2017 transformation was initially reflected in the financial

results of Symantec, with topline revenue growth and

recognized cost efficiencies and integration synergies

Performance Highlights		Year Over-Year Performance*

The fiscal 2017 transformation of our company and initial benefits to the financial results from it allowed Symantec to deliver fiscal 2017 total stockholder return at 69.01%. As the Company proceeds into fiscal 2018, there is continued focus on executing the transformation, through growth in each of the Enterprise and Consumer Digital Safety segments, as well as in operating leverage, which is expected to benefit earnings, cash flow and stockholder value. In order to continue to attract, retain and motivate talent that can achieve the Company’s goals, Symantec is requesting a modest increase to the number of shares available under its 2013 Equity Incentive Plan (see Proposal 3).

VOTING MATTERS

 

Proposals		Board Recommendation		Page Number for Additional Information
1.    Election of Directors		FOR		1320
2.    Ratification of Independent Registered Public Accounting Firm		FOR		2330
3.    Amendments to the 2013 Equity Incentive Plan as Amended		FOR		2532
4.    Advisory Vote to Approve Executive Compensation		FOR		3243
5.    Advisory Vote on the Frequency of Advisory Votes to Approve Executive Compensation		1 YEAR		45
6.    Stockholder Proposal regarding Executive Pay Confidential Voting		AGAINST		46
7.    Stockholder Proposal regarding Executives to Retain Significant Stock		AGAINST		48

OUR DIRECTOR NOMINEES

 

Name		Age		Director Since		Principal Occupation		Independent		Committee Memberships						Other Current Public Boards		Age		Director Since		Principal Occupation		Independent		Committee Memberships						Other Current Public Boards
							AC			CC		NGC							AC				CC			NGC
Gregory S. Clark		51		2016		Chief Executive Officer		No								—		52		2016		Chief Executive Officer		No								—
Frank E. Dangeard		58		2007		Managing Partner, Harcourt		Yes								3		59		2007		Managing Partner, Harcourt		Yes								2
Kenneth Y. Hao		47		2016		Managing Partner, Silver Lake		Yes								1		48		2016		Managing Partner and Managing Director, Silver Lake Partners		Yes								2
David W. Humphrey		39		2016		Managing Director, Bain Capital		Yes								2		40		2016		Managing Director, Bain Capital		Yes								2
Geraldine B. Laybourne		69		2008		Chairman of the Board, Katapult Studio		Yes								—		70		2008		Chairman of the Board, Katapult Studio		Yes								—
David L. Mahoney		62		2003		Director		Yes								2		63		2003		Director		Yes								2
Robert S. Miller		74		1994		President and CEO, International Automotive Components Group		Yes								2		75		1994		President and CEO, International Automotive Components Group		Yes								1
Anita M. Sands		40		2013		Director		Yes								2		41		2013		Director		Yes								2
Daniel H. Schulman		58		2000		President and CEO, PayPal Holdings, Inc.		Yes								2		59		2000		President and CEO, PayPal Holdings, Inc.		Yes								2
V. Paul Unruh		67		2005		Director		Yes								2		68		2005		Director		Yes								1
Suzanne M. Vautrinot		56		2013		President, Kilovolt Consulting, Inc.		Yes								2		57		2013		President, Kilovolt Consulting Inc.		Yes								2

 

AC = Audit Committee        CC = Compensation and Leadership Development Committee        NGC = Nominating & Governance Committee

= Member         = Chair

OVERVIEWOF DIRECTOR QUALIFICATIONSAND EXPERIENCE

 

The following factors demonstrate our continued and heightened commitment to pay-for-performance and to corporate governance best practices:

OUR COMPENSATION GOVERNANCE FACTS

 

		What We Do:					What We Do Not Do:
		We reward performance that meets our predetermined goals.						We do not payout performance-based cash or equity awards for unmet performance goals.
		We cap payouts under our plans to discourage excessive or inappropriate risk taking by our NEOs.						Our compensation plans do not have minimum guaranteed payout levels.
		We have a representative and relevant peer group and reevaluate the peer group annually, at a minimum.						We do not permit short-sales, hedging or pledging of our stock.
		We have long-standing significant stock ownership guidelines for our executives and directors, which include stock holding requirements until threshold hasthe following value thresholds have been met.met: 10x directors’ total annual cash retainer, 6x our CEO’s total base salary, 3x our CFO’s total base salary and 2x our other NEOs’ total base salary.						We do not provide tax gross-ups under §4999 of IRC for our NEOs.
		OurWe have adopted a comprehensive “clawback” policy, applicable to all performance based compensation plans contain clawback provisions.granted to the company’s officers (even after they leave Symantec)						We do not provide material perquisites, although we maintain an apartment for our new President and COO who resides in another state.perquisites.
		Only double-trigger change in control provisions apply to our regular compensation programs.						We do not permit repricing of stock options without stockholder approval.
		We limit any potential severance payments to not more than 1x our executive officers’ total target cash compensation and 3x2x our CEO’s total target cash compensation.base salary.						We do not permit the payment of dividend or dividend equivalents on unvested equity awards.*
		Our Compensation and Leadership Development Committee retains an independent compensation consultant.
		We hold an annual advisory vote on executive compensation.
		We seek feedback on executive compensation through stockholder engagement.
		We require one-year minimum vesting on stock options and stock appreciation rights (SAR) awards.

 

CORPORATE GOVERNANCE

Symantec is strongly committed to good corporate governance practices. These practices provide an important framework within which our Board and management can pursue our strategic objectives for the benefit of our stockholders.

Corporate Governance Guidelines

Our Corporate Governance Guidelines generally specify the distribution of rights and responsibilities of Symantec’s Board of Directors (the “Board”), management and stockholders, and detail the rules and procedures for making decisions on corporate affairs. In general, the stockholders elect the Board and vote on certain extraordinary matters; the Board is responsible for the general governance of our company, including selection and oversight of key management; and management is responsible for running our day-to-day operations.

Our Corporate Governance Guidelines are available on the Investor Relations section of our website, which is located atinvestor.symantec.com, by clicking on “Company Charters,” under “Corporate Governance.” The Corporate Governance Guidelines are reviewed at least annually by our Nominating and Governance Committee, and changes are recommended to our Board for approval as appropriate. The fundamental premise of our board-level corporate governance guidelines is the independent nature of our Board and its responsibility to our stockholders.

Code of Conduct and Code of Ethics

We have adopted a code of conduct that applies to all of our Board members, officers and employees. We have also adopted a code of ethics for our Chief Executive Officer and senior financial officers, including our principal financial officer and principal accounting officer. OurCode of ConductandCode of Ethics for Chief Executive Officer and Senior Financial Officersare posted on the Investor Relations section of our website located atinvestor.symantec.com, by clicking on “Company Charters,” under “Corporate Governance.” Any amendments or waivers of ourCode of ConductandCode of Ethics for Chief Executive Officer and Senior Financial Officerspertaining to a member of our Board or one of our executive officers will be disclosed on our website at the above-referenced address.

Policy Against Short-Selling, Hedging and Pledging Symantec Securities

Our Insider Trading Policy prohibits all directors and employees from short-selling Symantec stock or engaging in transactions involving Symantec-based derivative securities, including hedging transactions. This policy was established in part because there is often a conflict of interest involved when an employee bets against or hedges a bet regarding our company’s performance. In addition, our Insider Trading Policy prohibits pledging Symantec stock as collateral for a loan, since the stock may be sold in foreclosure if the borrower defaults on the loan at a time when the pledgor is aware of material, nonpublic information.

Stock Ownership Guidelines

It is the policy of the Board that our directorsdirectors’ and officersofficers’ interests align with those of our stockholders. In furtherance of this policy, our Board adopted stock ownership guidelines to better align our directors’ and officers’ interests with those of our stockholders. Details of our directors’ stock ownership guidelines are disclosed under Director Compensation on page 20,27, and details of our executive officers’ stock ownership guidelines, including the newly adopted increased holding requirements for our CEO, are disclosed under Stock Ownership Requirements in the Compensation Discussion & Analysis section on page 55.77. The Compensation and Leadership Development Committee (the “Compensation Committee”) determines the stock ownership guidelines and the Nominating and Governance Committee monitor compliance under such guidelines.

Stockholder Engagement

We are committed to ongoing engagement with our stockholders to gain valuable insight into the issues that matter most to them and to enable our company to address them effectively. In fiscal 2016Through July 2017, we engaged in discussions with approximately 15570% of our top investors representing approximately 66% of our then actively

managedoutstanding stockholder base (38% ofto discuss our then outstanding shares) to discussstrategy, recent transformation and intense focus on delivering financial results that create significant stockholder value, as well as corporate governance, executive compensation matters and other company matters. A summaryOur stockholders were generally supportive of the direction of the company and provided valuable insights and feedback, we receivedwhich was provided toshared with the full Board for review and consideration.

Majority Vote Standard and Director Resignation Policy

Our Bylaws and Corporate Governance Guidelines provide for a majority voting standard for the election of directors. Under the majority vote standard, each nominee must be elected by a majority of the votes cast by the shares present in person or represented by proxy and entitledwith respect to votesuch nominee at any meeting for the election of directors at which a quorum is present. A “majority of the votes cast” means the votes cast “for” a nominee’s election must exceed the votes cast “against” that nominee’s election. A plurality voting standard will apply instead of the majority voting standard if: (i) a stockholder has provided us with notice of a nominee for director in accordance with our Bylaws; and (ii) that nomination has not been withdrawn as of 10 days before we first deliver proxy materials to stockholders.

To effectuate this policy with regard to incumbent directors, the Board will not nominate an incumbent director for re-election unless prior to such nomination the director has agreed to promptly tender a resignation if such director fails to receive a sufficient number of votes for re-election at the stockholder meeting with respect to which such nomination is made. Such resignation will be effective upon the earlier of (i) the Board’s acceptance of such resignation or (ii) the 90th day after certification of the election results of the meeting; provided, however, that prior to the effectiveness of such resignation, the Board may reject such resignation and permit the director to withdraw such resignation.

If an incumbent director fails to receive the required vote for re-election, the Nominating and Governance Committee shall act on an expedited basis to determine whether to recommend acceptance or rejection of the director’s resignation and will submit such recommendation for prompt consideration by the Board. The Board intends to act promptly on the Committee’s recommendation and will decide to accept or reject such resignation and publicly disclose its decision within 90 days from the date of certification of the election results. The Nominating and Governance Committee and the Board may consider such factors they deem relevant in deciding whether to accept or reject a resignation tendered in accordance with this policy. The Board expects a director whose resignation is under consideration to abstain from participating in any decision regarding the resignation.

Proxy Access

In May 2017 our Board amended our Bylaws to adopt “proxy access” which permits a stockholder, or a group of up to 50 stockholders, owning continuously for at least three years a number of shares of our common stock that constitutes at least 3% of our outstanding shares of common stock, to nominate and include in our proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board of Directors, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws. Our Bylaws specifically allow funds under common management to be treated as a single stockholder, and permit share lending with a five day recall. They do not contain any post-meeting holding requirements, do not have any limits on resubmission of failed nominees, and do not contain restrictions on third-party compensation.

Board Leadership Structure

Our Board does not have a policy on whether the roles of Chief Executive Officer and Chairman should be separate. Instead, it retains the flexibility to determine on a case-by-case basis whether the

Chief Executive Officer, or an independent director, should serve as Chairman. During those periods in which the positions of Chairman and Chief Executive Officer are combined, the independent directors appoint an independent director as a Lead Independent Director. Currently, the roles of Chief Executive Officer and Chairman are separate. Daniel Schulman, one of our independent directors, was appointed as non-executive Chairman of the Board in January 2013. The Board believes that having an independent director serve as the non-executive Chairman of the Board is the appropriate leadership structure for our company at this time because it allows our Chief Executive Officer to focus on executing our company’s strategic plan and managing our company’s operations and performance, while allowing the Chairman of the Board to focus on the effectiveness of the Board and independent oversight of our senior management team.

Board Independence

It is the policy of the Board and NASDAQ’s rules require that listed companies have a board of directors with at least a majority of independent directors, as defined under NASDAQ’s Marketplace Rules. Currently, each member of our Board, other than our Chief Executive Officer, Gregory S. Clark, is an independent director, and all standing committees of the Board are composed entirely of independent directors, in each case under NASDAQ’s independence definition. The NASDAQ independence definition includes a series of objective tests, such as that the director is not an employee of the company and has not engaged in various types of business dealings with the company. In addition, the Board has made a subjective determination as to each independent

director that no relationship exists which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the directors reviewed and discussed information provided by the directors and our company with regard to each director’s business and other activities as they may relate to Symantec and our management. Based on this review and consistent with our independence criteria, the Board has affirmatively determined that the following current directors and director nominees are independent: Frank E. Dangeard, Kenneth Y. Hao, David W. Humphrey, Geraldine B. Laybourne, David L. Mahoney, Robert S. Miller, Anita M. Sands, Daniel H. Schulman, V. Paul Unruh and Suzanne M. Vautrinot.

Change in Director Occupation

Our Corporate Governance Guidelines include a policy that our Board should consider whether a change in any director’s professional responsibilities directly or indirectly impacts that person’s ability to fulfill his or her directorship obligations. To facilitate the Board’s consideration, all directors shall submit a resignation as a matter of course upon retirement, a change in employer, or other significant change in their professional roles and responsibilities. Such resignation may be accepted or rejected in the discretion of the Board.

Board and Committee Effectiveness

It is important to Symantec that our Board and its committees are performing effectively and in the best interests of our company and its stockholders. The Nominating and Governance Committee reviews the size, composition and needs of the Board with established criteria to ensure the Board has the appropriate skills and expertise to effectively carry out its duties and responsibilities. In addition, an evaluation of the Board’s and its committees’ operations and performance is conducted annually by the Nominating and Governance Committee. Changes are recommended by the Nominating and Governance Committee for approval by the full Board as appropriate.

Board’s Role in Risk Oversight

The Board executes its risk management responsibility directly and through its committees. The Audit Committee has primary responsibility for overseeing our company’s enterprise risk management process. The Audit Committee receives updates and discusses individual and overall risk areas during its meetings, including our company’s financial risk assessments, risk management policies and major

financial risk exposures and the steps management has taken to monitor and control such exposures. The Compensation Committee oversees risks associated with our compensation policies and practices with respect to both executive compensation and compensation generally. The Compensation Committee receives reports and reviews whether Symantec’s compensation policies and practices to confirm that they are not reasonably likely to have a material adverse effect on our company or encourage unnecessary risk-taking. The Nominating and Governance Committee overseeoversees the management of risks that may arise in connection with our company’s governance structures, processes and policies.

The Board is kept abreast of its committees’ risk oversight and other activities via reports of the committee chairmen to the full Board during the Board meetings. In addition, the Board participates in regular discussions with our senior management of many core subjects, including strategy, operations and finance, in which risk oversight is an inherent element. The Board believes that its leadership structure, as described above under “Board Leadership Structure,” facilitates the Board’s oversight of risk management because it allows the Board, with leadership from the independent, non-executive Chairman and each independent committee chair, to participate actively in the oversight of management’s actions.

Outside Advisors

The Board and its committees are free to engage independent outside financial, legal and other advisors as they deem necessary to provide advice and counsel on various topics or issues, at Symantec’s expense, and are provided full access to our officers and employees.

Board Structure and Meetings

The Board and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time. The Board held a total of 1714 meetings during fiscal 2016.2017. During this time, no directors attended fewer than 75% of the aggregate of the total number of meetings held by the Board and the total number of meetings held by all committees of the Board on which such director served (during the period which such director served).

Agendas and topics for board and committee meetings are developed through discussions between management and members of the Board and its committees. Information and data that are important to the issues to be considered are distributed in advance of each meeting. Board meetings and background materials focus on key strategic, operational, financial, governance and compliance matters applicable to us, including the following:

Executive Sessions

After each regularly scheduled Board meeting, the independent members of our Board hold a separate closed meeting, referred to as an “executive session.” These executive sessions are used to discuss such topics as the independent directors deem necessary or appropriate. At least annually, the independent directors hold an executive session to evaluate the Chief Executive Officer’s performance and compensation. Executive sessions of the Board are led by the independent, non-executive Chairman.

Succession Planning

Our Board recognizes the importance of effective executive leadership to Symantec’s success, and meets to discuss executive succession planning at least annually. Our Board develops and reviews emergency and long-term succession plans and evaluates succession candidates for the CEO and other senior leadership positions under both. The Board also oversees management’s senior executive talent development plans, including ensuring that our succession candidates below the NEO have regular interactions with the board.

Attendance of Board Members at Annual Meetings

We encourage our directors to attend our annual meetings of stockholders. All directors who were elected to the Board at our 20152016 Annual Meeting were in attendance at that meeting.

THE BOARD AND ITS COMMITTEES

There are three primary committees of the Board: the Audit Committee, Compensation and Leadership Development Committee and Nominating and Governance Committee. The Board has delegated various responsibilities and authorities to these different committees, as described below and in the committee charters. The Board committees regularly report on their activities and actions to the full Board. Each member of the Audit Committee, Compensation and Leadership Development Committee and Nominating and Governance Committee was appointed by the Board. Each of the Board committees has a written charter approved by the Board and available on our website atinvestor.symantec.com, by clicking on “Company Charters,” under “Corporate Governance.”

The following table shows our current directors, their independence status, their roles on the Board and its committees, and the number of meetings the Board and each of its committees held in fiscal 2016:2017:

Director

Independent

Board

Audit

Compensation

Nominating & Governance

Independent

Board

Audit

Compensation

Nominating & Governance

Gregory S. Clark *

No

Gregory S. Clark

No

Frank E. Dangeard

Yes

Yes

Kenneth Y. Hao

Yes

Yes

David W. Humphrey **

Yes

David W. Humphrey

Yes

Geraldine B. Laybourne

Yes

Yes

David L. Mahoney

Yes

Yes

Robert S. Miller

Yes

Yes

Anita M. Sands

Yes

Yes

David H. Schulman

Yes

Yes

V. Paul Unruh

Yes

Yes

Suzanne M. Vautrinot

Yes

Yes

Number of Meetings in Fiscal 2016

17

9

8

4

Number of Meetings in Fiscal 2017

14

8

12

4

= Member         = Chair

Audit Committee

Our Audit Committee oversees our company’s accounting and financial reporting processes and the audits of our financial statements, including oversight of our systems of internal controls and disclosure controls and procedures, compliance with legal and regulatory requirements, internal audit function and the appointment, retention and compensation of our independent auditors. Its duties and responsibilities include, among other things, to:

Our Board has unanimously determined that all Audit Committee members are financially literate under current NASDAQ listing standards, and at least one member has financial sophistication under NASDAQ listing standards. In addition, our Board has unanimously determined that V. Paul Unruh qualifies as an “audit committee financial expert” under the Securities and Exchange Commission (the “SEC”) rules and regulations. Mr. Unruh is independent as defined by current NASDAQ listing standards for Audit Committee membership. Designation as an “audit committee financial expert” is an SEC disclosure requirement and does not impose any additional duties, obligations or liability on any person so designated.

Compensation and Leadership Development Committee

Our Compensation and Leadership Development Committee (the “Compensation Committee”) oversees our compensation policies and practices so that they align with the interests of our stockholders; encourage a focus on our company’s long-term success and performance; and incorporate sound corporate governance principles. It also oversees our programs to attract, retain and develop our executive officers. Its duties and responsibilities include, among other things, to:

Nominating and Governance Committee

Our Nominating and Governance Committee oversees our company’s corporate governance procedures and policies, and ensures that they represent best practices and are in the best interests of our company and its stockholders, which includes establishing appropriate criteria for nominating qualified candidates to the Board. Its duties and responsibilities include, among other things, to:

DIRECTOR NOMINATIONS AND COMMUNICATION WITH DIRECTORS

Criteria for Nomination to the Board

The Nominating and Governance Committee will consider candidates submitted by Symantec stockholders, as well as candidates recommended by directors and management, for nomination to the Board. The Nominating and Governance Committee has generally identified nominees based upon recommendations by outside directors, management and executive recruiting firms. The goal of the Nominating and Governance Committee is to assemble a Board that offers a diverse portfolio of perspectives, backgrounds, experiences, knowledge and skills derived from high-quality business and professional experience. The Nominating and Governance Committee annually reviews the appropriate skills and characteristics required of directors in the context of the current composition of the Board, our operating requirements and the long-term interests of our stockholders.

The key attributes, experience and skills we consider important for our directors in light of our current business and structure are:

The information provided under “Director Qualifications” below each of the brief biographical descriptions set forth under Proposal 1, “Election of Directors — Nominees for Director” below includes the key individual attributes, experience and skills of each of our directors that led to the conclusion that each director should serve as a member of the boardBoard of directorsDirectors at this time.

Process for Identifying and Evaluating Nominees

The Nominating and Governance Committee considers candidates by first evaluating the current members of the Board who intend to continue in service, balancing the value of continuity of service with that of obtaining new

perspectives, skills and experience. If the Nominating and Governance Committee determines that an opening exists, it identifies the desired skills and experience of a new nominee, including the need to satisfy rules of the SEC and NASDAQ.

The Nominating and Governance Committee generally will evaluate each candidate based on the extent to which the candidate contributes to the range of talent, skill and expertise appropriate for the Board generally, as well as the candidate’s integrity, business acumen, diversity, availability, independence of thought, and overall ability to represent the interests of Symantec’s stockholders. The Nominating and Governance Committee does not assign specific weights to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. Although the Nominating and Governance Committee uses these and other criteria as appropriate to evaluate potential nominees, it has no stated minimum criteria for nominees. In addition, we do not have a formal written policy with regard to the consideration of diversity in identifying candidates; however, as discussed above, diversity is one of the numerous criteria the Nominating and Governance Committee reviews before recommending a candidate. We have from time to time engaged, for a fee, a search firm to identify and assist the Nominating and Governance Committee with identifying, evaluating and screening Board candidates for Symantec and may do so in the future.

Stockholder Proposals for Nominees

The Nominating and Governance Committee will consider potential nominees properly submitted by stockholders. Stockholders seeking to do so should provide the information set forth in our corporate Bylaws regarding director nominations. The Nominating and Governance Committee will apply the same criteria for candidates proposed by stockholders as it does for candidates proposed by management or other directors.

To be considered for nomination by the Nominating and Governance Committee at next year’s annual meeting of stockholders, submissions by stockholders must be submitted by mail and must be received by the Corporate Secretary no later than May 15, 2017April 18, 2018 to ensure adequate time for meaningful consideration by the Nominating and Governance Committee. Each submission must include the following information:

Information regarding requirements that must be followed by a stockholder who wishes to make a stockholder nomination for election to the Board for next year’s annual meeting is described in this proxy statement under “Additional Information — Stockholder Proposals for the 2018 Annual Meeting.”

Pursuant to the proxy access provisions of our Bylaws, an eligible stockholder or group of stockholders may nominate one or more director candidates to be included in our proxy materials. The nomination notice and other materials required by these provisions must be delivered or mailed to and received by our Corporate Secretary in writing between March 19, 2018 and April 18, 2018 (or, if the 2018 annual meeting is called for a date that is not within 30 calendar days of the anniversary of the date of the 2017 Annual Meeting.”Meeting, by the later of the close of business on the date that is 180 days prior to the date of the 2018 annual meeting or within 10 calendar days after our public announcement of the

date of the 2018 annual meeting) to the Corporate Secretary at the address listed below. When submitting nominees for inclusion in our proxy materials pursuant to the proxy access provisions of our Bylaws, stockholders must follow the notice procedures and provide the information required therein.

Contacting the Board of Directors

Any stockholder who wishes to contact members of our Board may do so by mailing written communications to:

Symantec Corporation

350 Ellis Street

Mountain View, California 94043

Attn: Corporate Secretary

The Corporate Secretary will review all such correspondence and provide regular summaries to the Board or to individual directors, as relevant, will retain copies of such correspondence for at least six months, and make copies of such correspondence available to the Board or individual directors upon request. Any correspondence relating to accounting, internal controls or auditing matters will be handled in accordance with Symantec’s policy regarding accounting complaints and concerns.

PROPOSAL NO. 1

ELECTION OF DIRECTORS

Our Board currently consists of eleven directors, each of whom is nominated for election at the Annual Meeting, including ten independent directors and our Chief Executive Officer. Each director is elected to serve a one-year term, with all directors subject toon an annual election.basis. At the recommendation of the Nominating and Governance Committee, the Board has nominated the following eleven persons to serve as directors for the term beginning at the Annual Meeting on November 1, 2016:October 5, 2017: Gregory S. Clark, Frank E. Dangeard, Kenneth Y. Hao, David W. Humphrey, Geraldine B. Laybourne, David L. Mahoney, Robert S. Miller, Anita M. Sands, Daniel H. Schulman, V. Paul Unruh and Suzanne M. Vautrinot.

In February 2016, we entered into an investment agreement, as amended on March 2, 2016, with Silver Lake Partners IV Cayman (AIV II), L.P. (“Silver Lake”) relating to the issuance to Silver Lake of $500 million of convertible 2.5% unsecured notes, due in 2021. In connection with the issuance of the notes, we agreed to expand the size of the Board and appoint a Silver Lake nominee, Kenneth Y. Hao, to the Board. In June 2016, we entered into a definitive agreement under which we acquired Blue Coat, Inc. (the “Blue Coat Acquisition”) and Mr. Clark replaced Michael A. Brown as our Chief Executive Officer, and joined our Board at the closing of the transaction on August 1, 2016. In June 2016, we entered into an investment agreement, with Bain Capital Fund XI, L.P. and Bain Capital Europe Fund IV, L.P. (“Bain Capital”) and Silver Lake relating to the issuance to Bain Capital and Silver Lake of an aggregate of $1.25 billion of convertible 2.0% unsecured notes, due in 2021. In connection with the issuance of the notes, we agreed to expand the size of the Board and appoint a Bain Capital nominee, David W. Humphrey, a managing director of Bain Capital Private Equity, to the Board concurrently with the closing of the Blue Coat Acquisition on August 1, 2016.

Unless proxy cards are otherwise marked, the persons named as proxies will vote all proxiesFORthe election of each nominee named in this section. Proxies submitted to Symantec cannot be voted at the Annual Meeting for nominees other than those nominees named in this proxy statement. However, if any director nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee designated by the Board. Alternatively, the Board may reduce the size of the Board. Each nominee has consented to serve as a director if elected, and the Board does not believe that any nominee will be unwilling or unable to serve if elected as a director. Each director will hold office until the next annual meeting of stockholders and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal.

Nominees for Director

The names of each nominee for director, their ages as of August 2, 2016,1, 2017, and other information about each nominee is shown below.

Nominee		Age				Principal Occupation		Director Since
Gregory S. Clark			52			Chief Executive Officer			2016
Frank E. Dangeard			59			Managing Partner, Harcourt			2007
Kenneth Y. Hao			48			Managing Partner and Managing Director, Silver Lake Partners			2016
David W. Humphrey			40			Managing Director, Bain Capital			2016
Geraldine B. Laybourne			70			Chairman of the Board, Katapult Studio			2008
David L. Mahoney			63			Director			2003
Robert S. Miller			75			President and Chief Executive Officer, International Automotive Components Group			1994
Anita M. Sands			41			Director			2013
Daniel H. Schulman			59			President and Chief Executive Officer, PayPal Holdings, Inc.			2000
V. Paul Unruh			68			Director			2005
Suzanne M. Vautrinot			57			President, Kilovolt Consulting Inc.			2013

Mr. Clarkhas served as our Chief Executive Officer and a member of our Board since August 2016 upon the closing of the Blue Coat Acquisition. Previously, Mr. Clark,2016. Prior to joining Symantec, he served as the Chief Executive Officer of Blue Coat and as a member of Blue Coat’s board of directors from September 2011. Prior2011 to joining Blue Coat,August 2016, when we acquired that company. From 2008 to August 2011, Mr. Clark was the President and Chief Executive Officer of Mincom, a global software and service provider to asset-intensive industries, from 2008 to August 2011.industries. Before joining Mincom, Mr. Clarkhe was a Founder and served as President and Chief Executive Officer of E2open, a provider of cloud-based supply chain software, from 2001 until 2008. Earlier in his career, Mr. Clark founded a security software firm, Dascom, which was acquired by IBM in 1999. Mr. ClarkHe served as a distinguished engineer and Vice President of IBM’s Tivoli Systems, a division providing security and management products, from 1999 until 2001. Mr. Clark holds a bachelor’sBachelor’s degree from Griffith University.

Director Qualifications:

Mr. Dangeard has served as a member of our Board since January 2007. He has been the Managing Partner of Harcourt, an advisory and investment firm, since March 2008. Mr. Dangeard was Chairman and Chief Executive Officer of Thomson, a provider of digital video technologies, solutions and services, from September 2004 to February 2008. From September 2002 to September 2004, he was Deputy Chief Executive Officer of France Telecom, a global telecommunications operator. From 1997 to 2002, Mr. Dangeard was Senior Executive Vice President of Thomson and served as its Vice Chairman in 2000. Prior to joining Thomson, Mr. Dangeardhe was Managing Director of SG Warburg & Co. Ltd. from 1989 to 1997 in London, Paris and Madrid and Chairman of SG Warburg France from 1995 to 1997. Prior to that, Mr. Dangeard was a lawyer with Sullivan & Cromwell, in New York and London. Mr. Dangeard alsoHe serves on the boards of RPX Corporation and Royal Bank of Scotland Group PLC (“RBS Group”) and Telenor,, and on a number of advisory boards. Mr. Dangeard has previously served as a director of a variety of companies, including Atari, Crédit Agricole CIB, Eutelsat, Home Credit, Moser Baer, SonaeCom, Thomson, and Electricité de France.France and Telenor. He graduated from the École des Hautes Études Commerciales, the Paris Institut d’Études Politiques and has a juris doctorateholds an LLM degree from Harvard Law School.

Director Qualifications:

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Public Company Board Experience — currentCurrent member of the board of directors of RPX Corporation and of RBS GroupGroup; former Deputy Chairman of Telenor and Telenor; former member of the boardboards of directors of Eutelsat, Electricité de France, Thomson, Moser Baer and SonaeCom.

Mr. Hao has served as a member of our Board since March 2016 when he joined in connection with Silver Lake’s investment in Symantec.2016. Mr. Hao has beenjoined Silver Lake Partners in 2000 and currently serves Silver Lake as a Managing Partner and Managing Director of Silver Lake since 2000. Prior to joining Silver Lake, Mr. Hao was an investment banker with Hambrecht & Quist, most recently serving as a Managing Director in the Technology Investment Banking group.Director. Mr. Hao also serves on the boardboards of directors of Broadcom Limited and SMART Global Holdings, Inc., as well as on the board of directors of a number of private companies in Silver Lake’s portfolio. Prior to joining Silver Lake, he was an investment banker with Hambrecht & Quist, where he served as a Managing Director in the Technology Investment Banking group. He also serves on the Executive Council for UCSF Health. Mr. Hao graduated from Harvard University with a bachelor’sBachelor’s degree in economics.

Director Qualifications:

Mr. Humphrey has served as a member of our Board since August 2016 upon the closing of the Blue Coat Acquisition,when he joined in connection with Bain Capital’s investment in Symantec, prior to which he served on Blue Coat’s board of directors since May 2015. Mr. Humphrey has beenHe is a Managing Director of Bain Capital, a private equity firm, where he co-leads the firm’s investing efforts in technology, media and telecom investments and where he has worked since 2001. Prior to joining Bain Capital, Mr. Humphrey was an investment banker in the mergers and acquisitions group at Lehman Brothers from 1999 to 2001. Mr. HumphreyHe serves on the boards of directors of BMC Software and Genpact Ltd. and on the board of directors of BMC Software, Viewpoint Construction Software, Bright Horizons Family Solutions Inc., and Genpact.a number of private companies in Bain Capital’s portfolio. Mr. Humphrey previously served on the boardboards of directors of Bright Horizons Family Solutions, Inc. Burlington Coat Factory Warehouse Corporation, Skillsoft plc.PLC and Bloomin’ Brands, Inc. Mr. HumphreyHe received a master’sMaster of business administrationBusiness Administration degree from Harvard Business School and a bachelor’sBachelor’s degree from Harvard University.

Director Qualifications:

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Business Combinations and Partnerships Experience — Managing Director of Bain Capital;Capital and former investment banker with Lehman Brothers.

Ms. Laybourne has served as a member of our Board since January 2008. She has been the Chairman of the Board of Katapult Studio (formerly Kandu), a children’s software company, since AprilMay 2013, and was acting Chief Executive Officer from October 2014 to May 2015. Ms. Laybourne was the Chairman of the Board of Defy Media, LLC, a media company, from November 2010 to April 2015. She founded Oxygen Media in 1998 and served as its Chairman and Chief Executive Officer until November 2007, when the network was acquired by NBC Universal. Prior to starting Oxygen Media, Ms. Laybourne spent 16 years at Nickelodeon. From 1996 to 1998, Ms. Laybourneshe was President of Disney/ABC Cable Networks where she was responsible for overseeingmanaged cable programming for the Walt Disney Company and ABC. Ms. Laybourne is also currently a member of the board of directors of threefour private companies, serves on the Board of Trustees for Vassar College, and is a former member of the board of directors of J.C. Penney, Electronic Arts and Move.Move, Inc. She earned a bachelor of artsBachelor’s degree in art history from Vassar College and a masterMaster of scienceScience degree in elementary education from the University of Pennsylvania.

Director Qualifications:

Mr. Mahoney has served as a member of our Board since April 2003. Mr. MahoneyHe previously served as co-Chief Executive Officer of McKesson HBOC, Inc., a healthcare services company, and as Chief Executive Officer of iMcKesson LLC, also a healthcare services company, from July 1999 to February 2001. Mr. Mahoney is a member of the boardboards of directors of Adamas Pharmaceuticals, Inc. Corcept Therapeutics Incorporated and two non-profit organizations, a member of the board of trustees of Mount Holyoke College, as well as a trustee of the Schwab/Laudus fund family. He has previously served as a director of a variety of companies, including Tercica Incorporated.Inc. Mr. Mahoney has a bachelor’sBachelor’s degree from Princeton University and a master’sMaster of business administrationBusiness Administration degree from Harvard Business School.

Director Qualifications:

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Public Company Board Experience — Current member of the board of directors of Corcept Therapeutics Incorporated; Lead Independent Director at Adamas Pharmaceuticals, Inc. and former member of the board of directors of Tercica, Inc.

Mr. Miller has served as a member of our Board since September 1994. Mr. MillerHe is President and Chief Executive Officer of International Automotive Components (IAC) Group, a global supplier of automotive components and systems. HeMr. Miller is also the Chairman of the Board of Mid OceanMidOcean Partners, a private equity firm specializing in leveraged buyouts, recapitalizations and growth capital investments in middle-market companies. He served as Chairman of the Board of American International Group (AIG), an insurance and financial services organization, from July 2010 to June 2015. Mr. Miller served as Chief Executive Officer of Hawker Beechcraft, an aircraft manufacturing company, from February 2012 to February 2013. He served as Executive Chairman of Delphi Corporation, an auto parts supplier, from January 2007 until November 2009 and as Chairman and Chief Executive Officer from July 2005 until January 2007. From January 2004 to June 2005, Mr. Miller was non-executive Chairman of Federal Mogul Corporation, an auto parts supplier. From September 2001 until December 2003, Mr. Millerhe was Chairman and Chief Executive Officer of Bethlehem Steel Corporation, a large steel producer. Prior to joining Bethlehem Steel, Mr. Miller served as Chairman and Chief Executive Officer on an interim basis upon the departure of Federal Mogul’s top executive in September 2000. Hawker Beechcraft filed a voluntary petition for reorganization under the United States Bankruptcy Code (USBC) in May 2012. Mr. MillerHe is also a member of the boardboards of directors of AIG, Dow Chemical and two private companies in addition to IAC Group and MidOcean Partners. In addition to his executive roles, Mr. Miller has previously served as a director of a variety of companies, including AIG, UAL Corporation, WL Ross Holding Corp., Reynolds American, Inc., U.S. Bancorp, and Waste Management, Inc. Mr. MillerHe earned a degree in economics from Stanford University, a law degree from Harvard Law School and a master’sMaster of business administration,Business Administration, majoring in finance from Stanford Business School.

Director Qualifications:

Ms. Sands has served as a member of our Board since October 2013. Ms. SandsShe served as Group Managing Director, Head of Change Leadership and a member of the Wealth Management Americas Executive Committee of UBS Financial Services, a global financial services firm, from April 2012 to September 2013. SheMs. Sands was Group Managing Director and Chief Operating Officer of Wealth Management Americas at UBS Financial Services from April 2010 to April 2012. Prior to that, Ms. Sandsshe was a Transformation Consultant at UBS Financial Services from October 2009 to April 2010. Prior to joining UBS Financial Services, Ms. Sands was Managing Director, Head of Transformation Management at Citigroup’s Global Operations and Technology organization. Ms. SandsShe also held several leadership positions with RBC Financial Group and CIBC. Ms. Sands is on the boardboards of directors of ServiceNow, Inc. and Pure Storage, Inc. She received a bachelor’sBachelor’s degree in physics and applied mathematics from The Queen’s University of Belfast, Northern Ireland, a doctorateDoctorate in atomic and molecular physics from The Queen’s University of Belfast, Northern Ireland and a master’sMaster of Science degree of science in public policy and management from Carnegie Mellon University.

Director Qualifications:

Mr. Schulman has served as a member of our Board since March 2000. Mr. SchulmanHe has served as President and then Chief Executive Officer of PayPal Holdings, Inc., an online payment system company, since July 2015.September 2014. Previously, heMr. Schulman served as Group President, Enterprise Group of American Express, a financial products and travel-related services provider,company, from August 2010 to September 2014. Mr. SchulmanHe was President, Prepaid Group of Sprint Nextel Corporation, a cellular phone service provider, from November 2009 until August 2010, when Sprint Nextel acquired Virgin Mobile USA, a cellular phone service provider.2010. Mr. Schulman served as Chief Executive Officer of Virgin Mobile USA, a cellular phone service provider, from September 2001 to November 2009, andwhen Sprint Nextel acquired that company. He also served as a member of the board of directors of Virgin Mobile USA from October 2001 to November 2009. From May 2000 until May 2001, Mr. Schulman was President and Chief Executive Officer of priceline.com Incorporated, an online travel company, after serving as President and Chief Operating Officer from July 1999. He is a member of the boardboards of directors of PayPal Holdings, Inc., Flextronics International Ltd. and a non-profit organization. He received a bachelor’sBachelor’s degree in economics from Middlebury College and a master’sMaster of Business Administration degree, in business administration, majoring in Finance, from New York University.

Director Qualifications:

Mr. Unruh has served as a member of our Board since July 2005 following the acquisition of Veritas. Mr. UnruhHe had served on Veritas’ board of directors since 2003. Mr. Unruh retired as Vice Chairman of Bechtel Group, Inc., a global engineering and construction services company, in June 2003. During his 25-year tenure at