Printmgr File

2017 Annual Report Proxy Statement and Form 10-K FORWARD-LOOKING STATEMENT: This Annual Report contains forward-looking statements that are subject to safe harbors under the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended. Statements that refer to projections of our future financial performance, anticipated growth and trends in our businesses and in our industries, the actions we intend to take as part of our new strategy and the expected impact thereof, the anticipatedimpactsof our acquisitions and restructurings, our intent to pay quarterly cash dividends in the future, and other characterizations of future events or circumstances are forward-looking statements. These statements are only predictions, based on our current expectations about future events and may not prove to be accurate. We do not undertake any obligation to update these forward-looking statements to reflect events occurring or circumstances arising after the date of this report. These forward-looking statements involve risks and uncertainties, and our actual results, performance, or achievements could differ materially from those expressed or implied by the forward-looking statements on the basis of several factors, including those that we discuss in the “Risk Factors” section and throughout our 2017 Form 10-K, which is included in this Annual Report. We encourage you to read that section carefully. Two Year Summary of Selected Financial Data1 ($ in millions, except per share data) FY2017 FY2016 GAAP Financial Results Net revenue $ 4,019 $ 3,600 Operating income (loss) $ (100) $ 457 Net income (loss) $ (106) $ 2,488 Diluted net income (loss) per share $ (0.17) $ 3.71 Diluted weighted-average shares outstanding 618 670 Cash position (including short-term investments) $ 4,256 $ 6,025 Total assets $ 18,174 $11,767 Deferred revenue $ 2,787 $ 2,638 Current portion of long-term debt $ 1,310 $ - Long-term debt $ 6,876 $ 2,207 Total stockholders’ equity $ 3,487 $ 3,676 Cash flow from operations $ (220) $ 796 Non-GAAP Financial Results Net revenue $ 4,163 $ 3,600 Operating income $ 1,194 $ 1,026 Operating margin 28.7% 28.5% Net income $ 762 $ 698 Diluted net income per share $ 1.18 $ 1.03 Diluted weighted-average shares outstanding 645 676 Reconciliation of Non-GAAP Adjustments Gross profit Deferred revenue fair value adjustment $ 144 $ - Unallocated corporate charges - 22 Stock-based compensation 21 10 Amortization of intangible assets 146 28 Inventory fair value adjustment 24 - Total gross profit adjustment 335 60 Operating expenses Unallocated corporate charges - 164 Stock-based compensation 419 152 Amortization of intangible assets 147 57 Restructuring, separation, transition and other 273 136 Acquisition and integration costs 120 - Total operating expense adjustment 959 509 Operating income adjustment 1,294 569 Net income Non-cash interest expense and amortization of debt issuance costs 36 - Income tax effect on above items (332) 950 Net income adjustment from discontinued operations (130) (3,309) Total net income (loss) adjustment $ 868 $ (1,790) Diluted net income (loss) per share Net income adjustment from continued operations per share $ 1.56 $ 2.26 Net income adjustment from discontinued operations per share $ (0.21) $ (4.94) Total diluted net income (loss) per share adjustment $ 1.35 $ (2.68) 1 Non-GAAP financial measures adjust for the following items: the impact of purchase accounting on revenue and cost of revenue, certain acquisition and integration costs, discontinued operations, stock-based compensation, restructuring, separation and transition matters, charges related to the amortization of intangible assets, non-cash interest expense and amortization of debt issuance costs and certain other income and expense items that management considers unrelated to the Company’s core operations; and the associated income tax effects of the adjustments. We believe our presentation of non-GAAP financial measures, when taken together with corresponding GAAP financial measures, provides meaningful supplemental information regarding the Company’s operating performance. Our management team uses these non-GAAP financial measures in assessing the Company’s operating results, as well as when planning, forecasting and analyzing future periods. We believe that these non-GAAP financial measures also facilitate comparisons of the Company’s performance to prior periods and to our peers and that investors benefit from an understanding of the non-GAAP financial measures. Non-GAAP financial measures are supplemental and should not be considered a substitute for financial information presented in accordance with GAAP. [THIS PAGE INTENTIONALLY LEFT BLANK] 350 Ellis Street Mountain View, California 94043 NOTICE OF 2017 ANNUAL MEETING OF STOCKHOLDERS to be held on: October 5, 2017 9:00 a.m. Pacific Time Dear Stockholder: You are cordially invited to attend our 2017 Annual Meeting of Stockholders, which will be held at 9:00 a.m. (Pacific Time) on Thursday, October 5, 2017. We are pleased to announce that the 2017 Annual Meeting will be a completely virtual meeting of stockholders, which will be conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions prior to or during the meeting by visiting www.virtualshareholdermeeting.com/SYMC2017. You will also be able to vote your shares electronically at the Annual Meeting. We are excited to embrace the latest technology to provide expanded access, improved communication and cost savings for our stockholders. Hosting a virtual meeting will enable increased stockholder attendance and participation since stockholders can participate from any location around the world. In addition, the online format will allow us to communicate more effectively with you via a pre-meeting forum that you can enter by visiting www.virtualshareholdermeeting.com/SYMC2017 and submit questions in advance of the Annual Meeting. For your convenience, we are also pleased to offer a re-playable webcast of the Annual Meeting at investor.symantec.com. We are holding the Annual Meeting for the following purposes, which are more fully described in the proxy statement: 1. To elect the eleven nominees named in the proxy statement to Symantec’s Board of Directors; 2. To ratify the appointment of KPMG LLP as Symantec’s independent registered public accounting firm for the 2018 fiscal year; 3. To approve amendments to our 2013 Equity Incentive Plan, as amended, to increase the number of shares authorized for issuance thereunder by 8,000,000 shares and to approve additional amendments; 4. To hold an advisory vote to approve executive compensation; 5. To hold an advisory vote on the frequency of future advisory votes on executive compensation; 6. To consider and vote upon two stockholder proposals, if properly presented at the meeting; and 7. To transact such other business as may properly come before the meeting or any adjournment or postponement thereof. We are furnishing proxy materials to our stockholders primarily via the Internet to expedite stockholders’ receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources. On or about August 16, 2017, we expect to send to our stockholders (other than those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our proxy statement and our annual report, and to vote through the Internet or by telephone. Only stockholders of record as of the close of business on August 7, 2017 are entitled to notice of, and vote at, the Annual Meeting or any postponement or adjournment thereof. A list of stockholders entitled to vote will be available for inspection at our offices for ten days prior to the Annual Meeting. If you would like to view this stockholder list, please contact Investor Relations at (650) 537-3511. Your vote is very important. Whether or not you plan to virtually attend the Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials or the proxy card you received in the mail. You may revoke your proxy at any time before it is voted. Please refer to the “2017 Annual Meeting of Stockholders Meeting Information” section of the proxy statement for additional information. BY ORDER OF THE BOARD OF DIRECTORS SCOTT C. TAYLOR Executive Vice President, General Counsel and Secretary Mountain View, California August 16, 2017 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETINGTOBEHELD ON OCTOBER 5, 2017. The proxy statement and Symantec’s Form 10-K for the 2017 fiscal year, as amended, are available at http://investor.symantec.com/About/Investors/financial-information/Annual-Reports/default.aspx. [THIS PAGE INTENTIONALLY LEFT BLANK] TABLE OF CONTENTS Page PROXY SUMMARY ............................................................... 1 CORPORATE GOVERNANCE ...................................................... 9 Corporate Governance Guidelines .................................................. 9 Code of Conduct and Code of Ethics ................................................ 9 Policy Against Short-Selling, Hedging and Pledging Symantec Securities .................. 9 Stock Ownership Guidelines ...................................................... 9 Stockholder Engagement ......................................................... 10 Majority Vote Standard and Director

Load more