1NOV201917191549 2020 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 anticipated impacts of 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 2020 Form 10-K, which is included in this Annual Report. We encourage you to read that section carefully. 1NOV201917191549 60 E. Rio Salado Parkway, Suite 1000 Tempe, Arizona 85281 NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS to be held on: September 8, 2020 9:00 a.m. Pacific Time Dear Stockholder: You are cordially invited to attend our 2020 Annual Meeting of Stockholders (the ‘‘Annual Meeting’’), which will be held at 9:00 a.m. (Pacific Time) on Tuesday, September 8, 2020. This year’s meeting will again be completely virtual and 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/NLOK2020. 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 and stockholders will have the same rights and opportunities to participate as they would have at an in-person meeting. Hosting a virtual meeting enables 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/NLOK2020 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.nortonlifelock.com. We are holding the Annual Meeting for the following purposes, which are more fully described in the proxy statement: 1. To elect the eight nominees named in the proxy statement to NortonLifeLock’s Board of Directors; 2. To ratify the appointment of KPMG LLP as NortonLifeLock’s independent registered public accounting firm for the 2021 fiscal year; 3. To hold an advisory vote to approve executive compensation; 4. To consider and vote upon a stockholder proposal, if properly presented at the meeting; and 5. 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 July 22, 2020, 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 how to vote through the internet or by telephone. Only stockholders of record as of the close of business on July 13, 2020 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) 527-8000. 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 in the proxy card you received in the mail. You may revoke your proxy at any time before it is voted. Please refer to the ‘‘2020 Annual Meeting of Stockholders Meeting Information’’ section of the proxy statement for additional information. BY ORDER OF THE BOARD OF DIRECTORS 16JUL202022595825 BRYAN KO Chief Legal Officer, Secretary and Head of Corporate Affairs Tempe, Arizona July 22, 2020 IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON SEPTEMBER 8, 2020. The proxy statement and NortonLifeLock’s Form 10-K for the 2020 fiscal year are available at http://investor.nortonlifelock.com/ About/Investors/financial-information/Annual-Reports/default.aspx. [THIS PAGE INTENTIONALLY LEFT BLANK] TABLE OF CONTENTS Page PROXY SUMMARY ................................................................... 1 CORPORATE GOVERNANCE ........................................................... 6 Corporate Governance Guidelines ....................................................... 6 Code of Conduct and Code of Ethics ..................................................... 6 Insider Trading, Hedging and Pledging Policies .............................................. 6 Stock Ownership Guidelines ........................................................... 6 Stockholder Engagement ............................................................. 7 Majority Vote Standard and Director Resignation Policy ........................................ 7 Proxy Access ..................................................................... 7 Board Leadership Structure ............................................................ 7 Board Independence ................................................................ 8 Change in Director Occupation ......................................................... 8 Board and Committee Effectiveness ..................................................... 8 Board’s Role in Risk Oversight ......................................................... 9 Board’s Role in Oversight of Company Strategy ............................................. 9 Board’s Role in Oversight of Human Capital Management ...................................... 10 Outside Advisors ................................................................... 10 Board Structure and Meetings .......................................................... 10 Executive Sessions ................................................................. 10 Succession Planning ................................................................ 11 Attendance of Board Members at Annual Meetings ........................................... 11 THE BOARD AND ITS COMMITTEES ..................................................... 12 Audit Committee ................................................................... 12 Compensation and Leadership Development Committee ....................................... 13 Nominating and Governance Committee .................................................. 14 DIRECTOR NOMINATIONS AND COMMUNICATION WITH DIRECTORS ............................ 15 Criteria for Nomination to the Board ...................................................... 15 Process for Identifying and Evaluating Nominees ............................................ 15 Stockholder Proposals for Nominees ..................................................... 16 Contacting the Board of Directors ....................................................... 16 Corporate Responsibility .............................................................. 17 PROPOSAL NO. 1 ELECTION OF DIRECTORS .............................................. 18 Nominees for Director ................................................................ 18 Summary of Director Qualifications and Experience ........................................... 27 Director Compensation ............................................................... 27 Fiscal 2020 Director Compensation ...................................................... 28 PROPOSAL NO. 2 RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ................................................................ 30 Principal Accountant Fees and Services ................................................... 30 Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm ..................................................... 30 PROPOSAL NO. 3 ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION ................... 31 PROPOSAL NO. 4 STOCKHOLDER PROPOSAL REGARDING POLITICAL SPENDING DISCLOSURE ....... 32 OUR EXECUTIVE OFFICERS ........................................................... 35 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ................... 36 EXECUTIVE COMPENSATION