Gen Digital (GEN) 8-K Departure of Directors or Certain Officers

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): December 3, 2018

Symantec Corporation

(Exact Name of Registrant as Specified in its Charter)

Delaware	000-17781	77-0181864
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

350 Ellis Street, Mountain View, CA	94043
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code(650) 527-8000

Check the appropriate box below if theForm 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The stockholders of Symantec Corporation (the “Company”) approved amendments to the Company’s 2013 Equity Incentive Plan, as amended (the “EIP”) and amendments to the Company’s 2008 Employee Stock Purchase Plan, as amended (the “ESPP”) at the Annual Meeting of Stockholders of the Company held on December 3, 2018 (the “Annual Meeting”). The Board of Directors of the Company approved the amendments to the EIP in August and October 2018, subject to stockholder approval at the Annual Meeting and approved the amendments to the ESPP in January 2018, subject to stockholder ratification at the Annual Meeting. Accordingly, the EIP amendment and the ESPP amendment became effective upon stockholder approval at the Annual Meeting.

As a result of stockholder approval of the amendments to the Company’s EIP at the Annual Meeting, the EIP was amended to increase the number of authorized shares of the Company’s common stock issuable thereunder by 12,000,000 shares and adopt a new limit of $900,000 on the total annualnon-employee director compensation. In addition, the ESPP was amended to extend the term of the ESPP by an additional ten years through January 30, 2028 and make certain other minor administrative changes.

A more complete description of the terms of the EIP and the ESPP can be found in “Proposal No. 3 – Amendments to Our 2013 Equity Incentive Plan, as amended” (pages 37 through 47) and “Proposal No. 4 – Approval of Amendment to Our 2008 Employee Stock Purchase Plan” (pages 48 through 52) in the Company’s definitive proxy statement dated October 29, 2018, and filed with the Securities and Exchange Commission on October 29, 2018, which descriptions are incorporated by reference herein. The foregoing descriptions and the descriptions incorporated by reference from the Company’s definitive proxy statement are qualified in their entirety by reference to the EIP and the ESPP, copies of which are filed as exhibits to this report.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company’s 2018 Annual Meeting of Stockholders was held on December 3, 2018. Set forth below are the matters the stockholders voted on and the final voting results.

Proposal 1: Election of Directors:

Nominee	Votes For		Votes Against		Abstentions		Broker Non-Votes
Gregory S. Clark		494,953,316		6,238,389		490,348		62,307,193
Frank E. Dangeard		491,185,127		9,969,474		527,452		62,307,193
Peter A. Feld		496,575,094		4,577,604		529,355		62,307,193
Dale L. Fuller		496,354,905		4,804,936		522,212		62,307,193
Kenneth Y. Hao		494,862,899		6,259,480		559,674		62,307,193
David W. Humphrey		494,837,706		6,290,026		554,321		62,307,193
David L. Mahoney		479,842,993		21,453,888		385,172		62,307,193
Anita M. Sands		498,091,235		3,192,374		398,444		62,307,193
Daniel H. Schulman		441,302,998		59,656,934		722,121		62,307,193
V. Paul Unruh		493,389,691		7,785,323		507,039		62,307,193
Suzanne M. Vautrinot		498,052,560		3,222,638		406,855		62,307,193

Each of the eleven nominees were elected to the Board of Directors, each to hold office until the next annual meeting of stockholders and until his or her successor has been duly elected or until his or her earlier resignation or removal.

Proposal 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2019 fiscal year:

Votes For		Votes Against		Abstentions		Broker Non-Votes
	556,765,362		4,946,534		2,277,350		0

The appointment was ratified.

Proposal 3: Amendments to the Company’s 2013 Equity Incentive Plan, as amended:

Votes For		Votes Against		Abstentions		Broker Non-Votes
	448,914,874		52,176,588		590,591		62,307,193

The proposal was approved.

Proposal 4: Amendments to the Company’s 2008 Employee Stock Purchase Plan, as amended:

Votes For		Votes Against		Abstentions		Broker Non-Votes
	465,193,365		35,975,589		513,099		62,307,193

The proposal was approved.

Proposal 5: Advisory vote to approve the Company’s executive compensation:

Votes For		Votes Against		Abstentions		Broker Non-Votes
	453,052,238		48,029,206		600,609		62,307,193

The proposal was approved.

Item 9.01 Financial Statement and Exhibits.

(d) Exhibits

Exhibit Number	Exhibit Title or Description
10.01	Symantec Corporation 2013 Equity Incentive Plan, as amended.
10.02	Symantec Corporation 2008 Employee Stock Purchase Plan, as amended (incorporated by reference to Exhibit 10.08 to the Annual Report onForm 10-K (RegistrationNo. 000-17781) filed by the registrant with the Securities and Exchange Commission on October 26, 2018).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SYMANTEC CORPORATION
Dated: December 3, 2018		By:	/s/ Scott C. Taylor
	Name:	Scott C. Taylor
	Title:	Executive Vice President, General Counsel and Secretary