Gen Digital (GEN) 10-K/A risk factor changes: FY2016 vs FY2015

For the Fiscal Year Ended April [removed: 3, 2015][added: 1, 2016]

Aggregate market value of the voting stock held by non-affiliates of the registrant, based upon the closing sale price of Symantec common stock on October [removed: 3, 2014] [added: 2, 2015] as reported on the Nasdaq Global Select Market: [removed: $16,119,850,545.][added: $13,338,113,735.]

Number of shares outstanding of the registrant’s common stock as of July 1, [removed: 2015: 684,165,721][added: 2016: 615,572,226]

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#tx57638_1)] [added: Governance](#tx133242_1)] | | | 3 | |

| [Item 11. Executive [removed: Compensation](#tx57638_2)] [added: Compensation](#tx133242_2)] | | | [removed: 11] [added: 13] | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#tx57638_3)] [added: Matters](#tx133242_3)] | | | [removed: 38] [added: 41] | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#tx57638_4)] [added: Independence](#tx133242_4)] | | | [removed: 40] [added: 42] | |

| [Item 14. Principal Accountant Fees and [removed: Services](#tx57638_5)] [added: Services](#tx133242_5)] | | | [removed: 41] [added: 44] | |

This Amendment No. 1 on Form 10-K/A supplements our Annual Report on Form 10-K for the year ended April [removed: 3, 2015,] [added: 1, 2016,] which we filed with the Securities and Exchange Commission on May [removed: 22, 2015] [added: 20, 2016] (the “Original Filing”).

| | • | | 31.03 Rule 13a-14(a)/15d-15(a) certification of the [removed: President and] Chief Executive [removed: Officer] [added: Officer; and] |

| | • | | 31.04 Rule 13a-14(a)/15d-15(a) certification of the Chief Financial [removed: Officer] [added: Officer.] |

Except as described above, no other amendments are being made to our annual report on Form 10-K filed on May [removed: 22, 2015.][added: 20, 2016.]

10-K/A 1 d133242d10ka.htm FORM 10-K/A

For the Fiscal Year Ended April 1, 2016

| [Signatures](#tx133242_6) | | | 46 | |

10-K/A 1 d57638d10ka.htm FORM 10-K/A

| [Signatures](#tx57638_6) | | | 43 | |

| | • | | _Industry and Technology Expertise._ [removed: Since we are] [added: As] a [removed: technology] [added: security] and [removed: software provider,] [added: technology company,] understanding new technologies and emerging industry trends or [added: having] experience in [removed: relevant technology] [added: security and related technologies] is useful in understanding our [added: business and the market segments in which we compete, our] research and development efforts, competing technologies, the various products and processes that we develop, [removed: the market segments in which we compete,] and evolving customer requirements. |

| | • | | _Global Expertise._ We are a global organization with [removed: employees] [added: employees, offices] and customers in many countries. Directors with global [added: operating] expertise can provide a useful business and cultural perspective regarding many significant aspects of our business. |

| | • | | _Leadership Experience._ Directors who have served in [added: a] senior leadership [removed: positions,] [added: position,] as a general manager of a business, or [added: as] the functional leader of a global sales, marketing or product development organization, are important to us, because they bring experience and perspective in analyzing, shaping, and overseeing the execution of important strategic, operational and policy issues at a senior level. |

| | • | | _Public Company Board Experience._ Directors who have served on other public company boards can offer advice and insights with regard to the dynamics and operation of a board of directors; the relations of a board to the [added: company’s] chief executive officer and other [added: senior] management personnel; the importance of [removed: particular agenda and] [added: public-company corporate governance, including] oversight [removed: matters;] [added: matters, strategic decisions] and [removed: oversight of a changing mix of strategic, operational,] [added: operational] and compliance-related matters. |

| | • | | _Business Combinations and Partnerships Experience._ Directors who have a background in M&A and [added: strategic] partnership transactions can provide insight into developing and implementing strategies for growing our business through combination [added: and/or partnerships] with other organizations. |

In addition to the brief biographical descriptions set forth under “Our Board of Directors” below, we include under “Director Qualifications” 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 [removed: board of directors] [added: Board] at this time.

Our Board currently consists of [removed: nine] [added: ten] directors, [removed: each] [added: nine] of whom [removed: is nominated and standing] [added: our Board currently expects to nominate] for election at our [removed: 2015] [added: 2016] Annual Meeting of Stockholders (the “Annual Meeting”).

| [removed: Nominee] [added: Name] | | Age | | | | Principal Occupation | | [removed: Director Since] [added: Director Since] | | |

| Michael A. Brown | | | [removed: 56] [added: 57] | | | [removed: President and] Chief Executive Officer | | | 2005 | |

| Frank E. Dangeard | | | [removed: 57] [added: 58] | | | Managing Partner, Harcourt | | | 2007 | |

| Geraldine B. Laybourne | | | [removed: 68] [added: 69] | | | Chairman of the Board, [removed: Kandu] [added: Katapult Studio] | | | 2008 | |

| David L. Mahoney | | | [removed: 61] [added: 62] | | | Director | | | 2003 | |

| Robert S. Miller | | | [removed: 73] [added: 74] | | | President and CEO, International Automotive Components Group | | | 1994 | |

| Anita M. Sands | | | [removed: 39] [added: 40] | | | Director | | | 2013 | |

| Daniel H. Schulman | | | [removed: 57] [added: 58] | | | President and CEO, PayPal Holdings, Inc. | | | 2000 | |

| V. Paul Unruh | | | [removed: 66] [added: 67] | | | Director | | | 2005 | |

| Suzanne M. Vautrinot | | | [removed: 55] [added: 56] | | | President, Kilovolt Consulting Inc. | | | 2013 | |

Brown_ has served as our [removed: President and] Chief Executive Officer since September 2014 and as a member of our Board since July 2005, following the acquisition of Veritas.

He previously served as our interim President and Chief Executive Officer from March 2014 to September [removed: 2014.][added: 2014 and as our President from September 2014 through April 28, 2016.]

| | • | | _Global Experience_ – [removed: President and] Chief Executive Officer of Symantec Corporation. |

| | • | | _Leadership [removed: Experience_–] [added: Experience_ –] former Chairman of Line 6, Inc. and former Chief Executive Officer and Chairman of Quantum Corporation. |

Mr. Dangeard was Chairman and Chief Executive Officer of [removed: Thomson S.A.,] [added: Thomson,] a provider of digital video technologies, solutions and services, from September 2004 to February 2008.

Prior to that, Mr. Dangeard was a lawyer with Sullivan & [removed: Cromwell LLP,] [added: Cromwell,] in New York and London.

Mr. Dangeard also serves on the boards of [removed: Atari, Telenor,] RPX [removed: Corporation] [added: Corporation, RBS Group] and [removed: three private companies.][added: Telenor, and on a number of advisory boards.]

[removed: Mr. Dangeard has previously served as a director of a variety of companies, including Moser Baer, SonaeCom SGPS, Thomson S.A. and Electricité de France S.A.] He graduated from the École des Hautes Études Commerciales, the Paris Institut d’Études Politiques and from [added: the] Harvard Law School.

| | • | | _Industry and Technology Experience_ – former Chairman and Chief Executive Officer of Thomson [removed: S.A.] and former Deputy CEO of France [removed: Telecom] [added: Telecom; former member of the board of directors of Eutelsat and SonaeCom; member of the board of directors of RPX Corporation and Telenor.] |

| | • | | _Global Experience_ – Member of the board of directors of Telenor [removed: (Norway),] [added: (Norway) and RBS Group (the United Kingdom);] former Chairman and Chief Executive Officer of Thomson [removed: S.A.] (France); former Deputy CEO of France Telecom (France); former member of the board of directors of [added: Crédit Agricole CIB (France), Eutelsat (France), Electricité de France,] SonaeCom (Portugal) and [removed: MoserBaer] [added: Moser Baer] (India). |

| | • | | _Leadership Experience_ – Managing Partner of Harcourt, [added: former] Chairman of Atari, former Chairman and Chief Executive Officer of [removed: Thomson S.A.,] [added: Thomson,] Deputy CEO of France Telecom, Chairman of SG Warburg France and Managing Director of SG Warburg & Co. Ltd. |

| | • | | _Public Company Board Experience_ – current member of the board of directors of [removed: Telenor, Atari] [added: RPX] and [removed: RPX;] [added: RBS Group] and [added: Telenor;] former member of the board of directors of [removed: Electricite] [added: Eutelsat, Electricité] de [removed: France S.A., Thomson S.A.,] [added: France, Thomson,] Moser Baer and [removed: SonaeCom SGPS.] [added: SonaeCom.] |

| | • | | _Business Combinations and Partnerships Experience_ – [added: former] Chairman [added: and Chief Executive Officer] of [added: Thomson, Deputy CEO of France Telecom, Chairman of] SG Warburg France and lawyer at Sullivan & Cromwell [removed: LLP] [added: LLP.] |

| | • | | _Financial Experiences_ – [added: Former] Chairman of the Audit Committee of Atari, [removed: former] Chairman and Chief Executive Officer of Thomson, [removed: former] Deputy CEO of France Telecom, [removed: former] Chairman of the Audit Committee of [removed: Electricite] [added: Electricité] de France, and former member of the Audit Committee of Moser Baer. |

She has been the Chairman of the Board of [removed: Kandu,] [added: Katapult Studio (formerly Kandu),] a children’s software company, since April 2013, and was acting Chief Executive Officer from October 2014 to May 2015.

Ms. Laybourne is also a member of the board of directors of three private companies in addition to [removed: Kandu.][added: Katapult Studio.]

| | • | | _Leadership Experience_ – Chairman of [removed: Defy Media,] [added: Katapult Studio,] Founder and former Chairman and Chief Executive Officer of Oxygen Media LLC, [added: former] President of Disney/ABC Cable Networks, [added: former] President of Nickelodeon and [added: former] Vice Chairman of MTV Networks. |

| | • | | _Industry and Technology Experience_ – [removed: Co-Chief] [added: former co-Chief] Executive Officer of McKesson HBOC, Inc., [added: former] Chief Executive Officer of iMcKesson LLC, various executive roles at McKesson Corporation, Principal at McKinsey & Co. |

| | • | | _Leadership Experience_ – [removed: Co-Chief] [added: former co-Chief] Executive Officer of McKesson HBOC, Inc., Chief Executive Officer of iMcKesson LLC, various executive roles at McKesson Corporation, Principal at McKinsey & Co. |

| | • | | _Public Company Experience_ – [removed: serves on] [added: Member of] the board [added: of directors of] Corcept Therapeutics and [removed: as] Lead Director at Adamas Pharmaceuticals; [removed: and served on] [added: former member of] the board of Tercica Incorporated. |

| | • | | _Business Combinations and Partnerships Experience_ – [added: former] Co-Chief Executive Officer of McKesson HBOC, Inc., [added: former] Chief Executive Officer of iMcKesson LLC, various executive roles at McKesson Corporation, Principal at McKinsey & Co. |

| | • | | _Financial Experiences_ – former roles at McKesson HBOC, serves on the Audit Committee of [removed: Corcept Therapeutics,] [added: Adams Pharmaceuticals,] the [removed: Audit and Valuation] [added: Investment] Committee of the Schwab/Laudus fund family and served on the Audit Committee of Tercica Incorporated. |

Mr. Miller is also a member of the board of directors of AIG, [removed: WL Ross Holding Corp.] [added: Dow Chemical] and two private companies in addition to MidOcean Partners.

These directors are identified below, along with their ages at July 1, 2016 and other information.

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.

As discussed below in Item 11, _Executive Compensation_, in April 2016, we announced that we were initiating a Chief Executive Officer transition process and that Michael Brown, our current Chief Executive Officer and member of the Board, will serve in such capacity through a period of time ending not later than October 28, 2016.

On June 12, 2016, we announced that we had entered into a definitive agreement under which Symantec will acquire Blue Coat, Inc. (the “Blue Coat Acquisition”) and that Blue Coat’s Chief Executive Officer, Gregory Clark, will replace Mr. Brown as our CEO, and join our Board, at the closing of the transaction We anticipate the closing of the Blue Coat Acquisition to occur in the second fiscal quarter of fiscal 2017.

We also announced that Bain Capital has agreed to make an investment in Symantec concurrently with the closing of the Blue Coat Acquisition and that David Humphrey, a managing director of Bain Capital Private Equity, will be appointed to our Board at that time.

| Kenneth Y. Hao | | | 47 | | | Managing Partner and Managing Director of Silver Lake | | | 2016 | |

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.

Hao_ has served as a member of our Board since March 2016 when he joined in connection with Silver Lake’s investment in Symantec.

Mr. Hao is a Managing Partner and Managing Director of Silver Lake.

Prior to joining Silver Lake in 2000, Mr. Hao was an investment banker with Hambrecht & Quist for almost 10 years, most recently serving as a Managing Director in the Technology Investment Banking group.

Mr. Hao also serves on the board of directors of Broadcom Limited and on the board of directors of a number of private companies in Silver Lake’s portfolio.

Mr. Hao graduated from Harvard College with an A.B. in Economics.

| | • | | _Industry and Technology Experience_ – over 25 years of technology investment experience. Member of the board of directors of Broadcom and numerous private technology companies. |

| | • | | _Global Experience_ – Extensive experience investing in large global businesses; established Silver Lake’s Asia business. |

| | • | | _Leadership Experience_ – Managing Partner and Managing Director of Silver Lake; member of the board of directors of Broadcom. |

| | • | | _Public Company Board Experience_ – current member of the board of directors of Broadcom. |

| | • | | _Business Combinations and Partnerships Experience_ – Managing Partner and Managing Director of Silver Lake Partners; former investment banker with Hambrecht & Quist. |

| | • | | _Financial Experiences_ – over 25 years of investment experience in complex transactions. |

| | • | | _Global Experience_ – President and Chief Executive Officer of PayPal Holdings and former Group President of American Express. |

| --- | --- | --- | --- |

| --- | --- | --- | --- |

Director Qualifications:

| --- | --- | --- | --- |

| --- | --- | --- | --- |

| --- | --- | --- | --- |

| --- | --- | --- | --- |

| --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Ajei S. Gopal | | | 54 | | | Interim President and Chief Operating Officer |

| John Sorensen | | | 51 | | | Senior Vice President, Global Enterprise Sales |

_Dr.

Gopal_ has served as our Interim President and Chief Operating Officer since April 2016.

He is currently on leave from Silver Lake, where he has served as an Operating Partner since April 2013.

He served as our Executive Vice President and Chief Technology Officer from February 2006 to July 2006 and as Senior Vice President, Global Technology and Corporate Development from September 2004 to February 2006.

Prior to joining Silver Lake, Dr. Gopal served as Senior Vice President and General Manager, Software Products at Hewlett-Packard Company from 2011 through April 2013.

Before joining Hewlett-Packard Company, he served in various positions at CA Technologies, Inc. from 2006 to 2011, including most recently as Executive Vice President of the Technology and Development Group.

Earlier, Dr. Gopal served as Chief Executive Officer and a member of the board of directors of ReefEdge Networks, a wireless LAN systems company he co-founded in 2000.

The Board has nominated the following nominees listed below to serve as directors for the term beginning at the Annual Meeting.

The names of each nominee for director, their ages as of July 1, 2015, and other information about each nominee are shown below.

_Mr.

| | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Matthew M. Cain | | | 37 | | | Executive Vice President, Veritas Chief Product Officer |

| Adrian M. Jones | | | 49 | | | Executive Vice President, Enterprise Security Worldwide Sales |

| Brett Shirk | | | 48 | | | Executive Vice President, Veritas Worldwide Sales |

| Balaji Yelamanchili | | | 53 | | | Executive Vice President and General Manager, Enterprise Security |

Cain_ has served as our Executive Vice President, Veritas Chief Product Officer since October 2014.

From March 2013 to September 2014, Mr. Cain served as our Senior Vice President, Appliance Solutions, and from February 2012 to February 2013 as Vice President, Product Management, NetBackup.

Prior to joining us, Mr. Cain served in various positions at Cisco Systems, Inc. from July 2000 to January 2012, including most recently as Senior Director, Product Management and Business Development from September 209 to January 2012.

He has a bachelor’s degree in electrical engineering from Northwestern University and a master’s degree in general management from Stanford University Graduate School of Business.

Gannon_ has served as our Executive Vice President and General Manager, Information Management since October 2014.

Prior to joining us, Mr. Gannon was retired since May 2005.

From May 1998 to May 2005, Mr. Gannon served in various senior management positions at Quantum Corporation, a provider of computer storage products, including most recently as President and Chief Operating Officer from November 2003 to May 2005.

He has a bachelor’s degree from the U.S. Air Force Academy and a master’s degree from Southern Illinois University.

From June 2014 to March 2015, he served as our Senior Vice President, Asia Pacific & Japan.

Prior to joining us, he served as Managing Director and Senior Vice President, Asia Pacific at Oracle Corporation from July 2013 to June 2014, and as Senior Vice President, Asia Pacific & Japan Sales from March 2011 to July 2013.

From November 2009 to March 2011, Mr. Jones served as Senior Vice President and General Manager, Asia Pacific & Japan, ESSN at Hewlett-Packard Company, and as Vice President and General Manager, Americas SPO from March 2007 to November 2009.

He has a degree in electronic engineering from Oxford Cherwell College.

Shirk_ has served as our Executive Vice President, Veritas Worldwide Sales since April 2015.

From November 2012 to April 2015, he served as our Senior Vice President, North America, and as Vice President, East Region and Canada from May 2007 to November 2012.

Mr. Shirk also served as our Area Vice President from May 2007 to March 2009.

He has a bachelor’s degree in business administration from Texas A&M University.

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.

This compensation discussion and analysis describes the material elements of Symantec’s executive compensation program for fiscal [removed: 2015.][added: 2016.]

For fiscal [removed: 2015,] [added: 2016,] our named executive [removed: officers (“NEOs”)] [added: officers, or NEOs,] include the following current officers:

| | • | | Michael A. Brown, [removed: President and] Chief Executive Officer [added: (*)] |

| | • | | [added: _Payouts based on Performance._] We reward performance that meets our predetermined goals. Our compensation plans do not have guaranteed payout levels, and our named executive officers do not receive any payouts under performance-based cash or equity awards if the goals are not met. Our compensation plans are also capped to discourage excessive or inappropriate risk-taking by our executive officers. |

| | • | | [added: _PRUs; no Options._] We continue to grant performance-based restricted stock units (“PRUs”) to our named executive officers as a regular part of our annual executive compensation program. We do not award any stock options to our executives. |

| | • | | [added: _Metrics correspond to Stockholder Value._] Our various incentive plans use multiple, non-duplicative measures that correlate to stockholder value, such that no single metric is overly emphasized in determining payouts. |

| | • | | [added: _Relevant Peer Groups._] Our peer group consists primarily of businesses with a focus on software development, or software and engineering-driven companies that compete with us for talent. Our peer group companies are comparable to us in terms of complexity, global reach, revenue and market capitalization. [added: We reevaluate our peer group on an annual basis.] |

| | • | | [added: _Meaningful Stock Ownership Guidelines for Executives._] We have long-standing stock ownership guidelines for our named executive officers, requiring them to hold a [added: significant] minimum value in shares [removed: so] [added: such] that they have [removed: an even greater] [added: a material] 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. |

[removed: | | • | |] We do not provide for gross-ups of excise tax values under Section 4999 of the [removed: Internal Revenue] Code. [removed: |]

| | • | | [added: _Limited Severance._] We limit any potential cash severance payments to not more than [removed: 3x] [added: 1x] our executive officers’ total target cash [added: compensation and 3x our CEO’s total target cash] compensation. |

| | • | | [added: _Clawback Provisions._] 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). |

| | • | | [added: _Short-selling Prohibited._] Our executive officers are prohibited from short-selling Symantec stock or engaging in transactions involving Symantec-based derivative securities, and are also prohibited from pledging their Symantec stock. |

| | • | | [added: _Stockholder approval required for Repricing or Exchanges._] Our equity incentive plan prohibits the repricing or exchange of equity awards without stockholder approval. |

| | • | | [added: _Annual Say-on-Pay Vote Held._] We seek stockholder feedback on our executive compensation through an annual advisory vote and [added: through] ongoing stockholder engagement. |

_Summary of Compensation Matters During Fiscal [removed: 2015_][added: 2016_]

Business Changes [removed: and Performance] in Fiscal [removed: 2015][added: 2016]

During fiscal [removed: 2015,] [added: 2016,] we used three core financial operating metrics as well as total shareholder return (“TSR”) relative to the S&P 500 to assess company performance and determine incentive compensation amounts earned by our [removed: officers.][added: executives.]

These metrics were selected because we believe they are [removed: strongly] [added: closely] correlated [removed: to] [added: with] enterprise value for companies in our sector and promote the appropriate behaviors for our leadership team while driving company performance.

[removed: In addition,] [added: Finally,] individual performance was a factor in the potential annual incentive awards of our named executive [removed: officers, other than our CEO,] [added: officers] under our Executive Annual Incentive Plan.

For our fiscal [removed: 2015] [added: 2016] incentive plans, performance and resulting earning levels are as follows:

| Incentive Plan | | | | Fiscal [removed: 2015] [added: 2016] Performance | | | | Incentive Award Outcome |

| [removed: FY15] [added: FY16] Executive Annual Incentive [removed: Plan] [added: Plans] | | • | | [removed: Our] [added: For the first three quarters of fiscal 2016, as a combined Symantec/Veritas company, our] non-GAAP operating income(1) was [removed: $1,853 million, which was 97.3% achievement] [added: 91.4%] of the targeted performance [removed: level;] [added: level,] and our non-GAAP [removed: revenue was $6,649 million, which] [added: revenue(1)] was [removed: 98.7% achievement] [added: 96.6%] of the targeted performance level. | | • | | [removed: Our] [added: For the first three quarters of fiscal 2016, as a combined Symantec/Veritas company, our] non-GAAP operating [removed: income] [added: income(1)] metric funded at [removed: 82%] [added: 48.2%] of target and non-GAAP [removed: revenue] [added: revenue(1)] funded at [removed: 88%] [added: 79.8%] of target. |

| | | | | | • | | Our [removed: NEOs] [added: named executive officers] received [removed: strong] individual performance ratings [added: of 50% - 140%] that resulted in total payouts of [removed: 85% - 119%] [added: 28-80%] of [removed: targets] [added: target.] | |

| Fiscal [removed: 2015] [added: 2016] PRU Grants | | • | | [removed: Our] [added: For the first three quarters of fiscal 2016, as a combined Symantec/Veritas company, our] non-GAAP EPS(1) was [removed: 99.8%] [added: 88.7%] of our targeted performance [removed: level of $1.96 for the full fiscal year] [added: level.] | | • | | [removed: 98.3%] [added: 81.2%] of the targeted number of shares are eligible to be earned, subject to modification on final shares earned based on Symantec’s [removed: 2-] [added: 1-] and [removed: 3-year] [added: 2-year] relative TSR versus the S&P 500 |

| (1) | Consistent with the presentation in our quarterly earnings releases and supplemental materials, under our executive compensation programs, we define (i) non-GAAP operating income as gross profit less operating expenses before interest and taxes, adjusted to exclude stock-based compensation expense, charges related to the amortization of intangible assets, certain other income and expense items that management considers unrelated to [removed: the Company’s] [added: Symantec’s] core operations, and the associated income tax effects of the adjustments; (ii) non-GAAP revenue as adjusted to exclude [added: the] EDS & NDI settlement; and (iii) non-GAAP EPS as diluted net income per share as adjusted to exclude the items described above, as well as non-cash interest expense, value-added tax refunds a tax from the China tax bureau, certain other tax benefits, and the related tax impact of these adjustments. |

The following are some important elements of our named executive officers’ compensation for fiscal [removed: 2015:][added: 2016:]

| | • | | Majority of pay [removed: mix] at risk. For fiscal [removed: 2015,] [added: 2016,] approximately [removed: 94%] [added: 93%] of our CEO’s target total direct compensation was at risk and approximately [removed: 88%] [added: 89%] of the target total direct compensation for our other named executive officers, on average, was at risk. |

| | • | | Short-term incentive compensation linked directly to [removed: Company] [added: Symantec] financial results. Our executive annual incentive compensation was structured to emphasize performance. Under the [removed: FY15] [added: FY16] Executive Annual Incentive Plans, the named executive officers were eligible to receive performance-based incentive cash awards based on our company’s achievement of targeted non-GAAP operating income for fiscal [removed: 2015] [added: 2016] and targeted non-GAAP revenue during fiscal [removed: 2015.] [added: 2016.] |

| | • | | Long-term incentive compensation is 100% equity-based. For fiscal [removed: 2015,] [added: 2016,] the long-term compensation component of our named executive officers’ compensation packages consisted entirely of long-term equity incentive awards. |

| | • | | Performance measures are [removed: non-duplicative.] [added: designed to reward executives for results that correlate with stockholder value and that they have the ability to influence.] In fiscal [removed: 2015,] [added: 2016,] the cash annual incentive plan [removed: metric] [added: metrics] were non-GAAP operating income and non-GAAP revenue, which we believe our executives have a more direct ability to affect. |

[removed: Although historically we] [added: We] have received approximately 98%, [added: 97%,] 97% and [removed: 97%] [added: 96%] of the votes cast on the advisory vote in favor of our executive compensation (in fiscal 2011, fiscal [removed: 2012 and] [added: 2012,] fiscal [removed: 2013, respectively), we received approximately 76% of the votes cast in] [added: 2013 and] fiscal [removed: 2014.][added: 2015, respectively).]

[removed: Based on stockholder feedback,] [added: In fiscal 2014,] we [added: received approximately 76% of the votes, which we] believe [removed: this lower vote] was [added: primarily] due to the acceleration of all of our former CEO’s performance-contingent stock units (“PCSUs”) upon his termination in March 2014.

[removed: In consideration of the results] [added: As a result] of [removed: the most recent advisory vote and direct input from our stockholders, the Board and the Compensation Committee] [added: that vote, we] no longer award PCSUs and none of our [removed: NEOs’] [added: named executive officers’] equity grants accelerate 100% upon termination (except in certain circumstances following a change in control as described in more detail below).

As part of its engagement in fiscal [removed: 2015,] [added: 2016,] Mercer provided, among other services, advice and recommendations on the amount and form of executive and director compensation.

We paid Mercer approximately [removed: $236,000] [added: $192,000] for executive compensation services in fiscal [removed: 2015.][added: 2016.]

In addition, with the Compensation Committee’s approval, management engaged and Symantec paid Mercer and its affiliates for other services, including approximately [removed: $3.459] [added: $5.532] million for other unrelated consulting and business services.

As mentioned above, our CEO provides the Board [removed: of Directors] and the Compensation Committee with feedback on the performance of our executive officers and makes compensation recommendations (other than with respect to his own compensation) that go to the Compensation Committee for their approval.

For cash awards, short-term results are measured by annual non-GAAP operating income, annual non-GAAP revenue and, for all our named executive officers [removed: other than our CEO,] individual performance.

The value to the employee of the remainder [added: of the] equity grants to our named executive officers depends on the company share price performance.

A Total Rewards Approach: Elements of the total rewards offered to our executive officers include base salary, short- and long-term incentives including equity awards, health benefits, [added: and] a deferred compensation [removed: program and a consistent focus on individual professional growth and opportunities for new challenges.][added: program.]

| (*) | Mr. Brown also served as our President through April 28, 2016; in April 2016, we announced that we were initiating a Chief Executive Officer transition process and that Mr. Brown will serve in as our Chief Executive Officer through a period of time ending not later than October 28, 2016. On June 12, 2016, we announced that Blue Coat’s Chief Executive Officer, Gregory Clark, will replace Mr. Brown as our CEO, and join our Board, at the closing of the Blue Coat Acquisition. |

The developments we experienced in fiscal 2016 were in many ways a product of the framework for company transformation we set in fiscal 2015:

| | • | | On January 29, 2016, we completed the previously-announced sale of our Veritas information management business to Veritas Holdings Ltd., an entity formed and controlled by an affiliate of the private equity firm The Carlyle Group, allowing us to focus on cybersecurity (the “Veritas Sale”). Two of our former executive officers joined the Veritas executive team during fiscal 2016 in connection with this sale. |

| | • | | On February 3, 2016, we entered into an investment agreement with the private equity firm Silver Lake pursuant to which Silver Lake made a $500 million strategic investment in Symantec in March 2016 and Kenneth Hao of Silver Lake joined our Board. |

| | • | | In an effort to strengthen our commitment to return capital to our stockholders as a result of the Veritas and Silver Lake transactions, our Board announced a total capital return program of $5.5 billion which we began implementing in fiscal 2016 through the following actions: (a) we paid a $4.00 per share special dividend in March 2016, resulting in declared and paid aggregate cash dividends of $3.0 billion, or $4.60 per common share, for fiscal 2016 after taking into account payment of our regular quarterly dividends; (b) we returned to stockholders nearly $368 million through the repurchase of 17 million shares of our common stock in open market transactions; and (c) we made upfront payments of $1.5 billion under accelerated stock repurchase agreements we entered into in November 2015 and March 2016 and received and retired, through April 1, 2016, 67.3 million shares of our common stock thereunder. |

| | • | | In connection with our increased focus on cybersecurity and our operational improvement plan, we also announced a cost reduction initiative in fiscal 2016, targeting net cost savings of approximately $400 million to be achieved by the end of fiscal 2018. |

| | • | | In fiscal 2017 we announced a CEO transition process pursuant to which Michael Brown will serve as our CEO through a period of time ending not later than October 28, 2016 (the “CEO Transition”). On June 12, 2016, we subsequently announced that we had entered into a definitive agreement under which Symantec will acquire Blue Coat, Inc. (the “Blue Coat Acquisition”) and that its CEO, Greg Clark, will replace Mr. Brown as our CEO and be appointed and join our Board at the closing of the transaction. |

| | • | | In connection with the Blue Coat Acquisition, we also announced on June 12, 2016 that at the closing of the Blue Coat Acquisition (i) Silver Lake had agreed to make an additional $500 million investment in Symantec, doubling its investment in Symantec to $1 billion, (ii) Bain Capital had agreed to make an investment of $750 million in convertible notes in the Company, and (iii) David Humphrey, a managing director of Bain Capital Private Equity, would be appointed to our Board. |

For fiscal 2016, our Compensation Leadership and Development Committee (“Compensation Committee”) anticipated the spinoff of the Veritas business in establishing the achievement of our operating metrics under our performance-based compensation plans.

Although the planned spinoff of Veritas instead became the Veritas Sale, the general timing of the separation remained the same and no significant changes to the metrics were needed and performance was assessed thereunder.

Under our fiscal 2016 executive annual incentive plans (the “FY16 Executive Annual Incentive Plans”), we analyzed performance as follows: for the first three quarters of fiscal 2016, non-GAAP revenue and non-GAAP operating income were measured as a combined Symantec/Veritas company; for the fourth quarter of fiscal 2016, these metrics were measured as to Symantec only.

For purposes of the fiscal 2016 PRU grants, the fiscal 2016 EPS performance metric was based solely on the combined Symantec/Veritas EPS achievement for the first three quarters of fiscal 2016.

Our Compensation Committee believed the assessment of performance for the first three quarters of fiscal 2016 as a combined company allowed for the most equitable assessment of performance for this metric in light of the anticipated separation.

| | | | | | • | | For the fourth quarter of fiscal 2016 | |

| | | • | | For the fourth quarter of fiscal 2016 for Symantec alone, our non-GAAP operating income(1) was 89.4% of the targeted performance level which was below the 90% threshold level and our non-GAAP revenue(1) was 95.1% of the targeted performance level. | | | | for Symantec alone, our non-GAAP operating income(1) metric funded at 0% of target and non-GAAP revenue(1) funded at 70.4% of target. |

| | | | | | • | | For fiscal 2016 in total (Symantec/Veritas for the first three quarters and Symantec alone for the fourth quarter), our total weighted average funding level was 56.8%. | |

Named Executive Officer Compensation

For example, during fiscal 2016 we engaged in discussions with approximately 155 of our stockholders representing approximately 66% of our then actively managed stockholder base (38% of our then outstanding shares).

The Compensation Committee reviewed potential changes to the peer group in fiscal 2016 in light of the then-proposed spinoff of Veritas, but determined, after taking into account the expected timeframe to complete the then-proposed spinoff, the current peer group maintained year-over-year consistency with a balance of size and comparability and that it would revisit the peer group for fiscal 2017 consistent with past practice.

The Compensation Committee reviewed and revised our peer group for fiscal 2017 in light of our reduced revenue size and increased focus on security software after the Veritas Sale.

As these changes were made prospectively, they had no impact on compensation decisions for fiscal 2016.

The following criteria were used to select our updated peer group to be used to evaluate named executive officer pay levels in connection with setting compensation for fiscal 2017:

| | • | | Business with software development focus including security related businesses where possible; |

| | • | | Similar breadth, complexity and global reach as Symantec; and |

| | • | | Annual revenue 0.5x to 2.x as a starting point but including companies based on an assessment of geography, engineering focus and executive talent competition landscape. |

The Compensation Committee selected the following companies as our fiscal 2017 peer group:

| Fiscal 2017 Symantec Peer Group | | | | |

| Activision Blizzard, Inc. | | eBay Inc. | | PayPal Holdings, Inc.* |

| Adobe Systems Incorporated | | Electronic Arts Inc. | | Red Hat Inc.* |

| Autodesk, Inc. | | FireEye, Inc.* | | salesforce.com, inc. |

| Akamai Technologies Inc.* | | Intuit Inc. | | Synopsys, Inc. |

| CA, Inc. | | LinkedIn Corporation* | | VMware, Inc. |

| * | Denotes companies added for fiscal 2017. |

EMC, NetApp and Nuance Communications were removed from our FY17 peer group as a result of the application of our new criteria.

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Balaji Yelamanchili | | | 700,000 | (2) | | | 0 | % | | 700,000 | | Mr. Yelamanchili did not receive a base salary increase in fiscal 2016, as it was deemed effective in continuing to achieve the Compensation Committee’s goals for this component of his executive compensation. |

| Francis C. Rosch | | | 440,000 | (3) | | | 19.3 | % | | 525,000 | | Mr. Rosch received a 19.3% increase in base salary as part of his annual review in consideration of his performance and contributions. |

| Francis C. Rosch | | | 80 | | | | 403,515 | |

As presented in the tables below, the Compensation Committee designed and established the operating metric under the FY16 Executive Annual Incentive Plans to take into account the then-anticipated Veritas spinoff.

Our NEOs also include, pursuant to applicable SEC rules, the following former executive officer:

| | • | | Stephen E. Gillett, former Executive Vice President and Chief Operating Officer |

Fiscal 2015 was a transformative year for our company:

| | • | | After conducting a broad and thorough search, the Board appointed Michael Brown, our then-serving interim President and CEO, the Company’s President and CEO on September 24, 2014. |

| | • | | On October 9, 2014, we announced plans to separate our business into two independent companies: one focused on security and one focused on information management. |

| | • | | We hired five new executives, who bring valuable skills in analytics, backup and recovery software, sales, security, strategy, and human resources. |

| | • | | While undergoing significant leadership transitions and allocating substantial resources to internal initiatives in connection with the separation of our business into two independent companies, we improved our profitability and laid the foundation for future growth by achieving our profitability targets, focusing on returning to growth, and right-sizing our cost structure; |

| | • | | We returned nearly $1.0 billion of cash to our stockholders in fiscal 2015: (a) paying quarterly cash dividends of $0.15 per share of common stock for a total of $413 million to stockholders; and (b) repurchasing 21 million shares of our common stock for an aggregate amount of $500 million. |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| --- | --- |

For purposes of calculating achievement of these metrics, consistent with the presentation of non-GAAP operating income in our quarterly supplemental materials, foreign exchange movements were held constant at plan rates, pursuant to the terms of the plans.

NEO Compensation

The results of the most recent advisory vote had no other impact on our compensation decisions and policies for fiscal 2015 and no other material changes have been made to our executive compensation philosophy and programs as the Board and the Compensation Committee deemed the above-referenced vote results were favorable and convey our stockholders’ support of our existing executive compensation philosophy and programs.

In connection with the appointment of our Chief Executive Officer in September 2014, the independent members of the Board negotiated an employment arrangement with him that provides for an annual base salary of $1,000,000.

In negotiating and setting his base salary, the Board roughly targeted the median for CEOs within our peer group for fiscal 2015 and also took into consideration his performance as interim CEO and leadership experience.

Mr. Yelamanchili’s annual base salary was determined outside the Compensation Committee’s annual review process, using different methodology.

In his case, the Compensation Committee targeted an overall compensation level to compete with the overall compensation level he was receiving with his then-current employer, and based on market data for Mr. Yelamanchili’s position and after taking into account his experience, set his annual base salary to $700,000.

Mr. Rosch was appointed as our Executive Vice President, Norton Business Unit in connection with our transition to a new organizational structure in connection with the announcement of our plan to separate our business into two independent companies.

In connection with his promotion to this new position, he received a 10% increase in recognition of the increase in his responsibilities.

| | | Change | | FY15 Annual | | | | |

| Michael A. Brown | | n/a | | | 1,000,000 | (1) | | Mr. Brown was appointed President and Chief Executive Officer in September 2014. The Compensation Committee roughly targeted the median for CEOs within our peer group and took into consideration his performance as interim CEO and leadership experience. |

| Balaji Yelamanchili | | n/a | | | 700,000 | (2) | | Mr. Yelamanchili was hired as Executive Vice President and General Manager, Enterprise Security in November 2014. The Compensation Committee deems his salary as competitive and appropriate for his position. |

| Scott C. Taylor | | 36.9% | | | 575,000 | | | Mr. Taylor received a 36.9% increase in base salary as part of his annual review, and to align his base salary with approximately the median of the market based on his experience and contributions. |

| Former Officer | | | | | | | | |

| Stephen E. Gillett | | — | | | 875,000 | | | Mr. Gillett did not receive a base salary increase in fiscal 2015. |

| | | FY15 Target | | | | FY15 Target | | |

| Scott C. Taylor | | | 70 | | | | 402,500 | |

| Stephen E. Gillett | | | 125 | | | | 1,093,750 | |

These measures were also used in fiscal 2015 because profitability and growth were strategic priorities as our business underwent its transformative changes as noted in above.

For fiscal 2015, our non-GAAP operating income target was $1,905 million and our non-GAAP revenue target was $6,737 million.

The Compensation Committee determined that we achieved 97.3% of the non-GAAP operating income metric, resulting in 82% funding for that portion of the plan based on the plan target amount, and 98.7% for the non-GAAP revenue metric, resulting in 88% funding for that portion of the plan based on the plan target amount.

For fiscal 2015, the individual performance payout level for Messrs.

Seifert, Yelamanchili, Taylor and Rosch reflected strong performance ratings as measured by the objectives for the key areas described above, with a particular emphasis on their strong leadership skills that were demonstrated during our transformation in fiscal 2015.

We did not assess the individual performance of Mr. Gillett, who was terminated in December 2014 as a result of his role being eliminated in connection with the separation of the businesses.

Pursuant to our Executive Severance Plan, Mr. Gillett is entitled to receive 75% of his prorated annual incentive amount based on his termination date of December 6, 2014.

| | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Michael A. Brown | | | 82 | | | | 88 | | | | n/a | | | | 85 | | | | 658,176 | |

| Thomas J. Seifert | | | 82 | | | | 88 | | | | 100 | | | | 85 | | | | 612,000 | |

The following table sets forth information, as of July 1, [removed: 2015,] [added: 2016,] with respect to the beneficial ownership of Symantec common stock by (i) each stockholder known by Symantec to be the beneficial owner of more than 5% of Symantec common stock, (ii) each member of the Board, (iii) the named executive officers of Symantec included in the Summary Compensation Table appearing in Item 11 of this annual report and (iv) all current executive officers and directors of Symantec as a group.

Percentage ownership is based on [removed: 684,165,721] [added: 615,572,226] shares of Symantec common stock outstanding as of July 1, [removed: 2015] [added: 2016] (excluding shares held in treasury).

Shares of common stock subject to stock options and restricted stock units vesting on or before August 30, [removed: 2015] [added: 2016] (within 60 days of July 1, [removed: 2015)] [added: 2016)] are deemed to be outstanding and beneficially owned for purposes of computing the percentage ownership of such person but are not treated as outstanding for purposes of computing the percentage ownership of others.

| Name and Address of Beneficial Owner | | Amount [removed: and Nature of Beneficial Ownership] [added: and Nature of Beneficial Ownership] | | | | [removed: Percent of] [added: Percent of] Class | | |

| BlackRock, Inc. (2) | | | [removed: 44,545,743] [added: 40,091,598] | | | | 6.5 | % |

| Franklin Mutual Advisers, LLC [removed: (3)] [added: (4)] | | | [removed: 39,349,255] [added: 37,203,451] | | | | [removed: 5.8] [added: 6.0] | % |

| Directors and Named Executive [removed: Officers] [added: Officers:] | | | | | | | | |

| Frank E. Dangeard | | | [removed: 78,048] [added: 89,411] | | | | * | |

| V. Paul Unruh | | | [removed: 50,441] [added: 66,674] | | | | * | |

| Balaji Yelamanchili | | | [removed: 32,227] [added: 114,096] | | | | * | |

| Anita M. Sands | | | [removed: 25,998] [added: 39,231] | | | | * | |

| Suzanne M. Vautrinot | | | [removed: 25,048] [added: 32,982] | | | | * | |

| Thomas J. Seifert | | | [removed: 10,330] [added: 41,374] | | | | * | |

| All current Symantec executive officers and directors as a group [removed: (20 persons)(8)] [added: (18 persons)(7)] | | | [removed: 1,274,212] [added: 1,591,434] | | | | * | |

| (1) | Based solely on a Schedule 13G/A filing made by Dodge & Cox on February [removed: 13, 2015,] [added: 12, 2016,] reporting sole voting and dispositive power over the shares. This stockholder’s address is 555 California Street, 40th Floor, San Francisco, CA 94104. |

| (2) | Based solely on a Schedule 13G/A filing made by BlackRock, Inc. on January [removed: 29, 2015,] [added: 27, 2016,] reporting sole voting and dispositive power over the shares. This stockholder’s address is 55 East 52nd Street, New York, NY 10022. |

| [removed: (3)] [added: (4)] | Based solely on a Schedule [removed: 13G] [added: 13G/A] filing made by Franklin Mutual Advisers, LLC on February [removed: 3, 2015,] [added: 2, 2016,] reporting sole voting and dispositive power over the shares. This stockholder’s address is 101 John F. Kennedy Parkway, Short Hills, NJ 07078-2789. |

| [removed: (4)] [added: (3)] | Based solely on a Schedule [removed: 13G] [added: 13G/A] filing made by The Vanguard Group on February [removed: 11, 2015,] [added: 10, 2016,] reporting sole voting and dispositive power over the shares. This stockholder’s address is 100 Vanguard Blvd., Malvern, PA 19355. |

| (5) | Includes [removed: 12,000] [added: 72,000] shares subject to options that will be exercisable as of August 30, [removed: 2015.] [added: 2016.] |

| (6) | Includes [removed: 98,000] [added: 68,000] shares subject to options that will be exercisable as of August 30, [removed: 2015.] [added: 2016.] |

| (7) | Includes [removed: 68,000] [added: 140,000] shares subject to options that will be exercisable as of August 30, [removed: 2015.] [added: 2016.] |

Symantec has adopted [removed: a policy] [added: policies] that executive officers and members of the Board hold an equity stake in the Company.

The purpose of the [removed: policy] [added: policies] is to more directly align the interests of our executive officers and directors with our stockholders.

See “Stock Ownership Requirements” under the Compensation Discussion & Analysis section of Item 11 for a description of the stock ownership requirements applicable to our executive [removed: officers.][added: officers and “Director Stock Ownership Guidelines” under Director Compensation for a description of the stock ownership requirements applicable to our directors.]

The following table gives information about Symantec’s common stock that may be issued upon the exercise of options, warrants and rights under all of Symantec’s existing equity compensation plans as of April [removed: 3, 2015:][added: 1, 2016:]

| Plan Category | | Number of [removed: Securities to] [added: Securities to] be Issued [removed: Upon Exercise of Outstanding Options, Warrants] [added: Upon Exercise of Outstanding Options, Warrants] and Rights | | | | [removed: Weighted- Average Exercise Price of Outstanding Options, Warrants] [added: Weighted- Average Exercise Price of Outstanding Options, Warrants] and Rights | | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | | |

| (1) | Represents [removed: 64,776] [added: 62,784] shares remaining available for future issuance under Symantec’s 2000 Director Equity Incentive Plan, 209,599 shares remaining available for future issuance under Symantec’s 2002 Executive Officer’s Stock Purchase Plan, [removed: 44,828,532] [added: 41,830,021] shares remaining available for future issuance under Symantec’s 2008 Employee Stock Purchase Plan and [removed: 23,649,702] [added: 19,498,523] shares remaining available for future issuance as stock options under Symantec’s 2013 Equity Incentive Plan. |

| (2) | Excludes outstanding options to acquire [removed: 95,815] [added: 11,433] shares as of April [removed: 3, 2015] [added: 1, 2016] that were assumed as part of various acquisitions. The weighted average exercise price of these outstanding options was [removed: $9.04] [added: $1.43] as of April [removed: 3, 2015.] [added: 1, 2016.] In connection with these acquisitions, Symantec has only assumed outstanding options and rights, but not the plan themselves, and therefore, no further options may be granted under these acquired-company plans. |

| Dodge & Cox (1) | | | 87,383,425 | | | | 14.2 | % |

| The Vanguard Group (3) | | | 39,835,447 | | | | 6.5 | % |

| Scott C. Taylor (5) | | | 233,622 | | | | * | |

| Michael A. Brown | | | 209,971 | | | | * | |

| David L. Mahoney | | | 166,386 | | | | * | |

| Francis C. Rosch (6) | | | 163,132 | | | | * | |

| Daniel H. Schulman | | | 135,952 | | | | * | |

| Robert S. Miller | | | 125,358 | | | | * | |

| Geraldine B. Laybourne | | | 119,334 | | | | * | |

| Kenneth Hao | | | 19,263 | | | | * | |

| Equity compensation plans approved by security holders | | | 18,969,852 | | | $ | 0.30 | | | | 61,600,927 | (1) |

| Total | | | 18,969,852 | | | $ | 0.30 | | | | 61,600,927 | |

##### [Table of Contents](#toc)

| Dodge & Cox(1) | | | 84,607,395 | | | | 12.4 | % |

| The Vanguard Group (4) | | | 38,148,332 | | | | 5.6 | % |

| Robert S. Miller(5) | | | 197,342 | | | | * | |

| David L. Mahoney | | | 147,202 | | | | * | |

| Michael A. Brown | | | 136,153 | | | | * | |

| Daniel H. Schulman | | | 119,719 | | | | * | |

| Geraldine B. Laybourne | | | 103,101 | | | | * | |

| Scott C. Taylor(6) | | | 196,375 | | | | * | |

| Francis C. Rosch(7) | | | 116,729 | | | | * | |

| Amit Mital | | | 5,441 | | | | * | |

| Stephen E. Gillett | | | — | | | | * | |

| --- | --- |

| | Former officer. |

| (8) | Includes 184,313 shares subject to options that will be exercisable as of August 30, 2015. |

The policy requires each executive officer to hold a minimum number of shares of Symantec common stock.

Newly appointed executive officers are not required to immediately establish their position, but are expected to make regular progress to achieve it.

| Equity compensation plans approved by security holders | | | 29,408,792 | | | $ | 0.64 | | | | 68,752,609 | (1) |

| Total | | | 29,408,792 | | | $ | 0.64 | | | | 68,752,609 | |

Symantec has adopted a written related person transactions policy which provides for the Company’s policies and procedures regarding the identification, review, consideration and approval or ratification of “related person transactions.” The Nominating and Governance Committee reviews transactions that may be “related person [removed: transactions,” which are transactions between Symantec and any related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000, and in which the related person has or will have a direct or indirect material interest.]

Currently, each member of our Board, other than our [removed: President and] Chief Executive Officer, Michael A.

transactions,” which are transactions between Symantec and any related persons in which the aggregate amount involved exceeds or may be expected to exceed $120,000, and in which the related person has or will have a direct or indirect material interest.

Certain Related Person Transactions

On February 3, 2016, Symantec entered into an investment agreement with Silver Lake, relating to the issuance to Silver Lake of $500 million principal amount of convertible 2.5% unsecured notes, due 2021.

In connection with the investment, Kenneth Y.

Hao, a managing partner and managing director of Silver Lake, was appointed to Symantec’s Board.

On June 12, 2016, Symantec entered into an investment agreement with Silver Lake and other purchasers, relating to the issuance to the Purchasers of $1.25 billion aggregate principal amount of 2.0% convertible unsecured notes due 2021.

Pursuant to the investment agreement, Silver Lake, a private equity firm of which Mr. Hao is a managing partner and managing director, has agreed to purchase $500 million aggregate principal amount of the notes.

The transactions contemplated by this investment agreement are expected to close concurrently with the closing of the Blue Coat Acquisition, subject to satisfaction of the conditions set forth in the investment agreement.

##### [Table of Contents](#toc)

Dangeard, Kenneth Y.

Hao, Geraldine B.

Dangeard, Geraldine B.

In addition to performing the audit of Symantec’s consolidated financial statements, KPMG provided various other services during fiscal years [removed: 2015] [added: 2016] and [removed: 2014.][added: 2015.]

The aggregate fees billed for fiscal years [removed: 2015] [added: 2016] and [removed: 2014] [added: 2015] for each of the following categories of services are as follows:

| Fees Billed to Symantec | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | |

| Audit fees(1) | | $ | [removed: 7,773,692] [added: 21,972,001] | | | $ | [removed: 9,002,082] [added: 7,773,692] | |

| Audit related fees(2) | | | [removed: 1,494,333] [added: 1,431,411] | | | | [removed: 911,038] [added: 1,494,333] | |

| Tax fees(3) | | | [removed: 401,111] [added: 284,052] | | | | [removed: 121,450] [added: 401,111] | |

| All other fees(4) | | | [removed: 132,858] [added: 61,131] | | | | [removed: 91,511] [added: 132,858] | |

| Total fees | | $ | [removed: 9,801,994] [added: 23,748,595] | | | $ | [removed: 10,126,081] [added: 9,801,994] | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused Amendment No. 1 to this report to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mountain View, State of California, on the [removed: 3rd] [added: 29th] day of [removed: August 2015.][added: July 2016.]

| Exhibit Number | | | | Incorporated by Reference | | | | | | | | [removed: Filed Herewith] [added: Filed Herewith] |