Gen Digital (GEN) 10-K/A risk factor changes: FY2019 vs FY2017

[removed: (Mark One)][added: (Mark One)]

| [removed: ☑] [added: x] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

[added: | |] For the Fiscal Year Ended March [removed: 31, 2017][added: 29, 2019 |]

| [removed: ☐] [added: o] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |

[added: | |] For the Transition Period from to . [added: |]

[removed: (Exact] [added: (Exact] name of the registrant as specified in its [removed: charter)][added: charter)]

| [removed: (State] [added: (State] or other jurisdiction [removed: of incorporation] [added: of incorporation] or [removed: organization)] [added: organization)] | | [removed: (I.R.S. Employer Identification No.)] [added: (I.R.S. Employer Identification No.)] |

| [removed: 350 Ellis Street,] Mountain View, California | | 94043 |

| [removed: (Address] [added: (Address] of principal executive [removed: offices)] [added: offices)] | | [removed: (zip code)] [added: (zip code)] |

[removed: Registrant’s] [added: Registrant’s] telephone number, including area [removed: code:][added: code:]

[removed: Securities] [added: Securities] registered pursuant to Section 12(b) of the [removed: Act:][added: Act:]

| Common Stock, par value $0.01 per share | | [added: SYMC | |] The Nasdaq Stock Market LLC |

| [removed: (Title] [added: Title] of each [removed: class)] [added: class] | | [removed: (Name] [added: Trading Symbol(s) | | Name] of each exchange on which [removed: registered)] [added: registered] |

[removed: Securities] [added: Securities] registered pursuant to Section 12(g) of the [removed: Act:][added: Act:]

[removed: (Title] [added: (Title] of [removed: class)][added: class)]

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities [added: Act.]

Yes [removed: ☑] [added: x] No [removed: ☐][added: o]

Yes [removed: ☐] [added: o] No [removed: ☑][added: x]

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate Web site, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

| Large accelerated filer | [removed: | ☑ |] [added: x] | Accelerated filer | [removed: | ☐] [added: o] |

| Non-accelerated filer | [removed: | ☐ (Do not check if a smaller reporting company) |] [added: o] | Smaller reporting company | [removed: | ☐] [added: o] |

| | | [removed: | |] Emerging growth company | [removed: | ☐] [added: o] |

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange [added: Act).]

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 September [removed: 30, 2016] [added: 28, 2018] as reported on the Nasdaq Global Select Market: [removed: $15,559,432,822.][added: $7,810,381,908.]

Number of shares outstanding of the registrant’s common stock as of [removed: June 30, 2017: 610,990,648][added: July 5, 2019: 617,528,130]

| [removed: Item] [added: [Item] 10. [removed: [Directors,] [added: Directors,] Executive Officers and Corporate [removed: Governance](#tx430795_1) | |] [added: Governance](#Item10_DirectorsExecutiveOfficer_084729 "Click to goto ")] | 3 | [removed: |]

| [removed: Item] [added: [Item] 11. [removed: [Executive Compensation](#tx430795_2) | | | 11] [added: Executive Compensation](#Item11_ExecutiveCompensation_091303 "Click to goto ")] | [added: 18] |

| [removed: Item] [added: [Item] 12. [removed: [Security] [added: Security] Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#tx430795_3) | | | 42] [added: Matters](#Item12_SecurityOwnershipofCertai_115128 "Click to goto ")] | [added: 53] |

| [removed: Item] [added: [Item] 13. [removed: [Certain] [added: Certain] Relationships and Related Transactions, and Director [removed: Independence](#tx430795_4) | | | 44] [added: Independence](#Item13_CertainRelationshipsandRe_120525 "Click to goto ")] | [added: 56] |

| [removed: Item] [added: [Item] 14. [removed: [Principal] [added: Principal] Accountant Fees and [removed: Services](#tx430795_5) | | | 46] [added: Services](#Item14_PrincipalAccountantFeesan_120824 "Click to goto ")] | [added: 58] |

This Amendment No. 1 on Form 10-K/A supplements our Annual Report on Form 10-K for the year ended March [removed: 31, 2017,] [added: 29, 2019,] which we filed with the Securities and Exchange Commission (“SEC”) on May [removed: 19, 2017] [added: 24, 2019] (the “Original Filing”).

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

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

Except as described above, no other amendments are being made to our annual report on Form 10-K filed on May [removed: 19, 2017.][added: 24, 2019.]

10-K/A 1 a19-13070_110ka.htm 10-K/A

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| 350 Ellis Street, | | |

Yes x No o

Yes x No o

Yes o No x

Solely for purposes of this disclosure, shares of common stock held by each executive officer, director, and holder of 5% or more of the outstanding common stock have been excluded as of such date because such persons may be deemed to be affiliates.

This determination of possible affiliate status is not a conclusive determination for any other purposes.

For the Fiscal Year Ended March 29, 2019

| [Signatures](#SIGNATURES_121047 "Click to goto ") | 59 |

10-K/A 1 d430795d10ka.htm FORM 10-K/A

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

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Act.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.

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Act).

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| [Signatures](#tx430795_6) | | | 47 | |

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

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

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

[removed: | | • | |] [added: ·] _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 [removed: directors;] [added: directors,] the relations of a board to the company’s chief executive officer and other senior management [removed: personnel and] [added: personnel,] the importance of public-company corporate governance, including oversight matters, strategic decisions and operational and compliance-related matters. [removed: |]

[removed: | | • | |] [added: ·] _Business Combinations and Partnerships Experience._ Directors who have a background in mergers and acquisitions and strategic partnership transactions can provide insight into developing and implementing strategies for growing our business through [removed: combinations] [added: combining] and/or [removed: partnerships] [added: partnering] with other [removed: organizations. |][added: organizations and helping to evaluate operational integration plans.]

[removed: | | • | |] [added: ·] _Financial Expertise._ Knowledge of financial markets, financing [removed: operations] [added: operations, complex financial management] and accounting and financial reporting processes is important because it assists our directors in understanding, [removed: advising] [added: advising,] and overseeing Symantec’s capital structure, financing and investing activities, financial reporting and internal control of such activities. [removed: |]

[removed: | | • | |] [added: ·] _Diversity._ In addition to a diverse portfolio of professional background, experiences, knowledge and skills, the composition of [removed: our] [added: the] Board should reflect the benefits of diversity as to gender, [removed: race] [added: race, ethnic, cultural] and [removed: ethnic background. |][added: geographic backgrounds that reflect the composition of our global investors, customers, employees and partners.]

Our Board currently consists of [removed: eleven] [added: twelve] directors, [removed: each of whom our Board currently expects to nominate for election at our 2017 Annual Meeting of Stockholders,] including [removed: ten] [added: eleven] independent directors and our [added: interim President and] Chief Executive Officer.

These directors are identified below, along with their ages at June [removed: 30, 2017] [added: 14, 2019] and other information.

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

| Frank E. Dangeard | | [removed: | 59 |] [added: 61] | | Managing Partner, Harcourt | | [removed: |] 2007 | [removed: |]

| Kenneth Y. Hao | | [removed: | 48 |] [added: 50] | | Managing Partner and Managing Director, Silver Lake Partners | | [removed: |] 2016 | [removed: |]

| David W. Humphrey | | [removed: | 40 |] [added: 42] | | Managing Director, Bain Capital | | [removed: |] 2016 | [removed: |]

| David L. Mahoney | | [removed: | 63 |] [added: 65] | | Director | | [removed: |] 2003 | [removed: |]

| Anita M. Sands | | [removed: | 41 |] [added: 43] | | Director | | [removed: |] 2013 | [removed: |]

| Daniel H. Schulman | | [removed: | 59 |] [added: 61] | | President and Chief Executive Officer, PayPal Holdings, Inc. | | [removed: |] 2000 | [removed: |]

| V. Paul Unruh | | [removed: | 68 |] [added: 70] | | Director | | [removed: |] 2005 | [removed: |]

[removed: He received] [added: Mr. Gilliland holds] a Bachelor’s degree in economics from [removed: Middlebury] [added: Carleton] College and a Master of Business Administration [removed: degree, majoring in Finance,] [added: degree] from [removed: New York University.][added: Harvard Business School.]

The names of our current executive officers, their ages as of June [removed: 30, 2017] [added: 14, 2019] and their positions are shown below.

| Name | | Age | | [removed: | |] Position |

| Amy L. Cappellanti-Wolf | | [removed: | 52 |] [added: 54] | | Senior Vice President and Chief Human Resources Officer |

| [removed: Mark S. Garfield | |] [added: Matthew Brown] | [removed: 46] | [added: 39] | | [removed: Senior] Vice President [added: Finance] and Chief Accounting Officer |

| [removed: Nicholas R. Noviello | |] [added: Vincent Pilette] | [removed: 48] | [added: 47] | | Executive Vice President and Chief Financial Officer |

| Scott C. Taylor | | [removed: | 53 |] [added: 55] | | Executive Vice President, General Counsel and Secretary |

For information regarding Mr. [removed: Clark,] [added: Hill,] please refer to _“Our Board of Directors”_ above.

Prior to joining us, she [removed: was] [added: served as] Chief Human Resources Officer at Silver Spring Networks, Inc., a smart grid products provider, from June 2009 to July 2014.

From September 2001 to June 2009, Ms. Cappellanti-Wolf served as Vice President, Human Resources of Cisco Systems, [added: Inc. From 2000 to 2001, she served as a Human Resources Director at Sun Microsystems, Inc. Ms. Cappellanti-Wolf served as Human Resources Director for The Walt Disney Company from 1995 to 2000 and held various roles in human resources with Frito-Lay,] Inc., a [removed: networking company.][added: division of PepsiCo, Inc., from 1988 to 1995.]

[removed: Divol_] [added: Gilliland_] has served as [removed: our] Executive Vice President and General [removed: Manager, Website] [added: Manager of our Enterprise] Security [removed: Division] [added: Unit] since [removed: February 2017.][added: November 2018.]

[removed: Fey_] [added: Brown_] has served as our [added: Vice] President [added: of Finance] and Chief [removed: Operating] [added: Accounting] Officer since [removed: August 2016.][added: January 2019.]

[removed: Rosch_] [added: Kapuria_] has served as our Executive Vice President, Consumer Business [added: Unit and Cyber Security Services] since [removed: February 2017.][added: May 2018.]

Taylor_ has served as [removed: our] [added: or] Executive Vice President, General Counsel and Secretary since August 2008.

Section 16 of the [removed: Securities] Exchange Act [removed: of 1934, as amended (the “Exchange Act”)] requires Symantec’s directors, executive officers and any persons who own more than 10% of Symantec’s common stock, to file initial reports of ownership and reports of changes in ownership with the SEC.

| _Financial Experts:_ | [removed: |] Our Board has unanimously determined that all Audit Committee members are financially literate under current [removed: NASDAQ] [added: Nasdaq] listing standards, and at least one member has financial sophistication under [removed: NASDAQ] [added: Nasdaq] listing standards. In addition, our Board has unanimously determined that V. Paul Unruh qualifies as an “audit committee financial expert” under SEC rules and regulations. Mr. Unruh is independent as defined by current [removed: NASDAQ] [added: 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. |

· _Global Expertise._ We are a global organization with employees, offices, customers and partners in many countries.

| Sue Barsamian | | 60 | | Director | | 2019 |

| Peter A. Feld | | 40 | | Managing Member and Head of Research, Starboard Value LP | | 2018 |

| Dale L. Fuller | | 60 | | Operating Partner, The Riverside Company | | 2018 |

| Richard S. Hill | | 67 | | Interim President and CEO | | 2019 |

| Suzanne M. Vautrinot | | 59 | | Director | | 2013 |

|  Sue Barsamian _Director_ _Age:_ _60_ _Director Since:_ _2019_ _Committee Memberships:_ · _Compensation_ _Other Current Public Boards:_ · _Box, Inc._ | | _Ms. Barsamian_ has served as a member of our Board since January 2019. Ms. Barsamian previously served as Executive Vice President, Chief Sales and Marketing Officer of Micro Focus International plc, an infrastructure software company, from September 2017 through April 2018 and as Executive Vice President, Chief Sales and Marketing Officer of HPE Software at Hewlett Packard Enterprise from November 2016 until it was acquired by Micro Focus in September 2017. From 2006 to November 2016, Ms. Barsamian served in various executive roles at Hewlett-Packard, including Senior Vice President and General Manager of Enterprise Security Products and Senior Vice President of Worldwide Indirect Sales. Prior to joining Hewlett-Packard, Ms. Barsamian was Vice President, Global Go-to-Market at Mercury Interactive Corporation and held leadership positions at Critical Path, Inc. and Verity, Inc. Ms. Barsamian serves on the board of directors of Box, Inc. Ms. Barsamian served on the Board of the National Action Council for Minorities in Engineering (NACME), and she served as Chairman of the Board of NACME from 2016 to 2017. She received a Bachelor of Science degree in electrical engineering from Kansas State University and completed her post-graduate studies at the Swiss Federal Institute of Technology. _Director Qualifications:_ · _Industry and Technology Experience_ — Executive Vice President, Chief Sales and Marketing Officer of Micro Focus International plc and Executive Vice President, Chief Sales and Marketing Officer, HPE Software. · _Global Experience_ — Executive Vice President, Chief Sales and Marketing Officer of Micro Focus International plc. · _Leadership Experience_ — Executive Vice President, Chief Sales and Marketing Officer of Micro Focus International plc and Executive Vice President, Chief Sales and Marketing Officer, HPE Software. · _Public Company Board Experience_ — member of the board of directors of Box, Inc. |

|  Frank E. Dangeard _Managing Partner, Harcourt_ _Age:_ _61_ _Director Since:_ _2007_ _Committee Memberships:_ · _Audit_ · _Compensation_ · _Nominating & Governance_ _Other Current Public Boards:_ · _RBS Group_ | | _Mr. Dangeard_ has served as a member of our Board since 2007. He has been the Managing Partner of Harcourt, an advisory firm, since 2008. Mr. Dangeard was Chairman and Chief Executive Officer of Thomson, a provider of digital video technologies, solutions and services, from 2004 to 2008. From 2002 to 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, he 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. He serves on the board of directors of Arqiva PLC (“Arqiva”), The Royal Bank of Scotland Group plc (“RBS Group”) and as chairman of the board of directors of Nat West Markets plc, the investment bank of the RBS Group (“NatWest Markets”), and on a number of advisory boards. Mr. Dangeard has previously served as a director of a variety of companies, including Crédit Agricole CIB, Eutelsat, Home Credit, SonaeCom, Thomson, Electricité de France and Telenor. He graduated from the École des Hautes Études Commerciales, the Paris Institut d’Études Politiques and holds an LLM degree from Harvard Law School. _Director Qualifications:_ · _Industry and Technology Experience_ — former Chairman and Chief Executive Officer of Thomson; former Deputy Chief Executive Officer of France Telecom; former Deputy Chairman of Telenor; and former member of the boards of directors of Eutelsat, SonaeCom and RPX Corporation. · _Global Experience_ — member of the board of directors of RBS Group (UK) and Arqiva (UK) and chairman of NatWest Markets (UK); former Chairman and Chief Executive Officer of Thomson (France); former Deputy Chief Executive Officer of France Telecom (France); former Deputy Chairman of Telenor (Norway); and former member of the boards of directors of Crédit Agricole CIB (France), Eutelsat (France), Home Credit (Czech Republic), Electricité de France (France) and SonaeCom (Portugal). · _Leadership Experience_ — managing partner of Harcourt; former Chairman and Chief Executive Officer of Thomson; former Deputy Chief Executive Officer of France Telecom; former Deputy Chairman of Telenor and former Chairman of SG Warburg France and Managing Director of SG Warburg & Co. Ltd; and chairman of the board of directors of NatWest Markets. · _Public Company Board Experience_ — member of the board of directors of RBS Group; former Deputy Chairman of Telenor; and former member of the boards of directors of Eutelsat, Electricité de France, Thomson, and SonaeCom. · _Business Combinations and Partnerships Experience_ — former Chairman and Chief Executive Officer of Thomson; former Deputy Chief Executive Officer of France Telecom; former Deputy Chairman of Telenor; former Chairman of SG Warburg France; and former lawyer at Sullivan & Cromwell LLP. · _Financial Experience_ — former Chairman and Chief Executive Officer of Thomson; former Deputy Chief Executive Officer of France Telecom; former Chairman of the Audit Committee of Electricité de France and former Deputy Chairman of Telenor; member of the board of RBS Group; and Chairman of NatWest Markets. |

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|  Peter A. Feld _Managing Member and Head of Research, Starboard Value LP_ _Age:_ _40_ _Director Since:_ _2018_ _Committee Memberships:_ · _Compensation (Chair)_ · _Nominating & Governance_ _Other Current Public Boards:_ · _Magellan Health, Inc._ | | _Mr. Feld_ has served as a member of our Board since September 2018. Mr. Feld has served as a Managing Member and Head of Research of Starboard Value LP since 2011. Mr. Feld has served on the board of directors of Magellan Health, Inc. since April 2019. Mr. Feld previously served on the boards of directors of several companies, including Marvell Technology Group Ltd. from May 2016 to June 2018, The Brink’s Company from January 2016 to November 2017, Insperity, Inc. from March 2015 to June 2017, Darden Restaurants, Inc. from October 2014 to September 2015, Xperi Corporation from 2013 to April 2014, Integrated Device Technology, Inc. from 2012 to February 2014 and Unwired Planet, Inc. (n/k/a Great Elm Capital Group, Inc.) from 2011 to March 2014 and as Chairman from 2011 to 2013. Mr. Feld received a Bachelor of Arts degree in economics from Tufts University. _Director Qualifications:_ · _Industry and Technology Experience_ — current or former member of the boards of directors of many public and private technology companies. · _Global Expertise_ — Managing Member and the Head of Research of Starboard Value LP; former member of the boards of directors of Marvell Technology Group, Insperity, Inc., and Darden Restaurants, Inc. · _Leadership Experience_ — Managing Member and the Head of Research of Starboard Value LP. · _Public Company Board Experience_ — member of the board of directors of Magellan Health Inc.; and former member of the boards of directors of Marvell Technology Group, Insperity, Inc., and Darden Restaurants, Inc. · _Business Combinations and Partnerships Experience_ — Managing Member and the Head of Research of Starboard Value LP. · _Financial Experience_ — over 10 years of capital markets and corporate governance experience. |

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|  Dale L. Fuller _Operating Partner, The Riverside Company_ _Age:_ _60_ _Director Since:_ _2018_ _Committee Memberships:_ · _Audit_ · _Nominating & Governance_ _Other Current Public Boards:_ · _comScore, Inc._ | | _Mr. Fuller_ has served as a member of our Board since September 2018. Mr. Fuller has served as an Operating Partner at the Riverside Company, a private equity firm, since 2013 and on the board of directors of comScore, Inc., a media measurement and analytics company, since March 2018, and as Chairman of the board of directors of MobiSocial, Inc., a technology startup, since 2013. Mr. Fuller previously served on the boards of directors of several technology companies, including Quantum Corporation from September 2014 to March 2017 and AVG Technologies N.V. from 2008 to October 2016, and as Chairman from 2009 to October 2016. Mr. Fuller holds an honorary doctorate degree from St. Petersburg State University and a Bachelor of Science degree from Pacific College. _Director Qualifications:_ · _Industry and Technology Experience_ — current or former member of the boards of directors of many public and private technology companies. · _Global Experience_ — former member of the boards of directors of Quantum Corporation, AVG Technologies, N.V., Zoran Corporation and Phoenix Technologies, Ltd. · _Leadership Experience_ — Operating Partner at the Riverside Company; prior President and Chief Executive Officer of MokaFive; and current or former member of the boards of directors of numerous major technology companies. · _Public Company Board Experience_ — member of the board of directors of comScore; and former board member of Quantum Corporation and AVG Technologies. · _Business Combinations and Partnerships Experience_ — former member of the boards of directors of Quantum Corporation, AVG Technologies, N.V., Zoran Corporation and Phoenix Technologies, Ltd. · _Financial Experience_ — over 10 years of capital markets and corporate governance experience. |

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|  Kenneth Y. Hao _Managing Partner and Managing Director, Silver Lake Partners_ _Age:_ _50_ _Director Since:_ _2016_ _Committee Memberships:_ · _None_ _Other Current Public Boards:_ · _Smart Global Holdings, Inc._ · _SolarWinds Corporation_ | | _Mr. Hao_ has served as a member of our Board since 2016. Mr. Hao joined Silver Lake Partners in 2000 and currently serves Silver Lake as a Managing Partner and Managing Director. Mr. Hao also serves on the boards of directors of SMART Global Holdings, Inc. and SolarWinds Corporation, as well as on the boards 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’s degree in economics. _Director Qualifications:_ · _Industry and Technology Experience_ — over 25 years of technology investment experience; member of the boards of directors of many public and private technology companies. · _Global Experience_ — extensive experience investing in large global businesses and established Silver Lake’s Asia business. · _Leadership Experience_ — Managing Partner and Managing Director of Silver Lake and member of the boards of directors of numerous major technology companies. · _Public Company Board Experience_ — member of the boards of directors of SMART Global Holdings, Inc.; and SolarWinds Corporation former board member of Broadcom Limited and Netscout Systems, Inc. · _Business Combinations and Partnerships Experience_ — Managing Partner and Managing Director of Silver Lake Partners and former investment banker with Hambrecht & Quist. · _Financial Experience_ — over 25 years of investment experience in complex transactions. |

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|  Richard S. Hill _Interim President and Chief Executive Officer_ _Age:_ 67 _Director Since:_ _2019_ _Committee Memberships:_ · _None_ _Other Current Public Boards:_ · _Arrow Electronics, Inc._ · _Cabot Microelectronics Corporation_ · _Marvell Technology Group, Ltd._ · _Xperi Corporation_ | | Mr. Hill has served on our Board since January 2019 and as our Interim President and CEO since May 2019. Mr. Hill has also served as Chairman of the board of directors of Marvell Technology Group Ltd., a semiconductor company, since May 2016 and as a member of the boards of directors of Arrow Electronics, Inc., an electronic components and enterprise computing solutions company, since 2006, Cabot Microelectronics Corporation, a chemical mechanical planarization supplier, since June 2012, and Xperi Corporation, an electronic devices development company, since August 2012 and as its Chairman since March 2013. Mr. Hill previously served as the Chairman and Chief Executive Officer and member of the board of directors of Novellus Systems Inc. until its acquisition by Lam Research Corporation in June 2012. Before joining Novellus in 1993, Mr. Hill spent 12 years with Tektronix Corporation, a leading designer and manufacturer of test and measurement devices. Previously, Mr. Hill served on the boards of directors of several technology companies, including Autodesk, Inc. from March 2016 to June 2018, Yahoo! Inc. from April 2016 to June 2017, Planar Systems, Inc. from June 2013 to December 2015 and LSI Corporation from 2007 to May 2014. Mr. Hill received a Bachelor of Science degree in bioengineering from the University of Illinois in Chicago and a Master of Business Administration degree from Syracuse University. _Director Qualifications:_ · _Industry and Technology Experience_ — member of the boards of directors of Marvell Technology Group, Arrow Electronics, Cabot Microelectronics and Xperi Corporation. · _Global Expertise -_ former Chairman and Chief Executive Officer of Novellus Systems, Inc. and former interim Chief Executive Officer of Xperi Corporation; chairman of the board of Marvell Technology Group and Xperi Corporation. · _Leadership Experience_ —former Chairman and Chief Executive Officer of Novellus Systems, Inc. and former interim Chief Executive Officer of Xperi Corporation; chairman of the board of Marvell Technology Group and Xperi Corporation. · _Public Company Board Experience_ — member of the board of directors of Marvell Technology Group, Arrow Electronics, Cabot Microelectronics and Xperi Corporation. · _Business Combinations and Partnerships Experience_ — member of the board of directors of Marvell Technology Group, Arrow Electronics, Cabot Microelectronics and Xperi Corporation. |

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|  David W. Humphrey _Managing Director, Bain Capital_ _Age:_ _42_ _Director Since:_ _2016_ _Committee Memberships:_ · _None_ _Other Current Public Boards:_ · _Genpact Limited_ | | _Mr. Humphrey_ has served as a member of our Board since August 2016 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. He 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. He serves on the board of directors of Genpact Limited and on the board of directors of a number of private companies in Bain Capital’s portfolio. Mr. Humphrey previously served on the boards of directors of Bright Horizons Family Solutions, Inc. Burlington Coat Factory Warehouse Corporation, Skillsoft PLC and Bloomin’ Brands, Inc. He received a Master of Business Administration degree from Harvard Business School and a Bachelor’s degree from Harvard University. _Director Qualifications:_ · _Industry and Technology Experience_ — former member of the board of directors of Blue Coat; Managing Director of Bain Capital; and member of the boards of directors of BMC Software, Inc., Viewpoint Construction Software, Waystar and Genpact Limited. · _Global Experience_ — extensive experience investing in large global businesses. · _Leadership Experience_ — Managing Director of Bain Capital and leader of its technology, media and telecom vertical; and member of the boards of directors of BMC Software, Inc., Viewpoint Construction Software, Waystar and Genpact Limited. · _Public Company Board Experience_ — member of the board of directors of BMC Software and Genpact Limited and former member of the boards of directors of Bright Horizons Family Solutions, Inc., Burlington Coat Factory Warehouse Corporation, Skillsoft PLC and Bloomin’ Brands, Inc. · _Business Combinations and Partnerships Experience_ — Managing Director of Bain Capital and former investment banker with Lehman Brothers. · _Financial Experience_ — Managing Director of Bain Capital and former investment banker with Lehman Brothers. |

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|  David L. Mahoney _Director_ _Age:_ _65_ _Director Since:_ _2003_ _Committee Memberships:_ · _Compensation_ · _Nominating & Governance (Chair)_ _Other Current Public Boards:_ · _Adamas Pharmaceuticals, Inc._ · _Corcept Therapeutics, Inc._ | | _Mr. Mahoney_ has served as a member of our Board since 2003. He 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 1999 to 2001. Mr. Mahoney is a member of the boards of directors of Adamas Pharmaceuticals, Inc., Corcept Therapeutics Incorporated, and Mercy Corps, a non-profit organization, the board of trustees of Mount Holyoke College, as well as a trustee of the Schwab/Laudus fund family and the San Francisco Museum of Modern Art. He has previously served as a director of a variety of companies, including Tercica Inc. Mr. Mahoney has a Bachelor’s degree from Princeton University and a Master of Business Administration degree from Harvard Business School. _Director Qualifications:_ · _Industry and Technology Experience_ — former co-Chief Executive Officer of McKesson HBOC, Inc.; former Chief Executive Officer of iMcKesson LLC; various executive roles at McKesson Corporation; and former Principal at McKinsey & Co. · _Global Experience_ — former co-Chief Executive Officer of McKesson HBOC, Inc.; former Chief Executive Officer of iMcKesson LLC; various executive roles at McKesson Corporation; and former Principal at McKinsey & Co. · _Leadership Experience_ — former co-Chief Executive Officer of McKesson HBOC, Inc.; former Chief Executive Officer of iMcKesson LLC; various executive roles at McKesson Corporation; and former Principal at McKinsey & Co. · _Public Company Board Experience_ — 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. · _Business Combinations and Partnerships Experience_ — former co-Chief Executive Officer of McKesson HBOC, Inc.; former Chief Executive Officer of iMcKesson LLC; various executive roles at McKesson Corporation; and former Principal at McKinsey & Co. · _Financial Experience_ — former roles at McKesson HBOC; serves on the Audit Committee of Corcept Therapeutics Incorporated (former Chair of the Audit Committee) and the Investment Committee of the Schwab/Laudus fund family; served on the Audit Committees of Tercica Inc. and Adamas Pharmaceuticals, Inc.; and Chair of the Finance Committee of Mercy Corps and San Francisco Museum of Modern Art. |

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|  Anita M. Sands _Director_ _Age:_ _43_ _Director Since:_ _2013_ _Committee Memberships:_ · _Audit_ _Other Current Public Boards:_ · _Pure Storage, Inc._ · _ServiceNow, Inc._ | | _Ms. Sands_ has served as a member of our Board since October 2013. She 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. Ms. 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, she 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. She also held several leadership positions with RBC Financial Group and CIBC. Ms. Sands is on the boards of directors of ServiceNow, Inc., Pure Storage, Inc. and two private companies. She received a Bachelor’s degree in physics and applied mathematics from The Queen’s University of Belfast, Northern Ireland, a Doctorate in atomic and molecular physics from The Queen’s University of Belfast, Northern Ireland and a Master of Science degree in public policy and management from Carnegie Mellon University. _Director Qualifications:_ · _Industry and Technology Experience_ — former Managing Director and Chief Operating Officer at UBS Financial Services and various executive positions of global financial services firms. · _Global Experience_ — former Managing Director and Chief Operating Officer at UBS Financial Services and various executive positions of global financial services firms. · _Leadership Experience_ — former Managing Director and Chief Operating Officer at UBS Financial Services and various executive positions of global financial services firms. · _Public Company Board Experience_ — member of the boards of directors of ServiceNow, Inc. and Pure Storage, Inc. · _Financial Experience_ — former Managing Director and Chief Operating Officer at UBS Financial Services and various executive positions of global financial services firms. |

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|  Daniel H. Schulman _President and Chief Executive Officer, PayPal Holdings, Inc._ _Age:_ _61_ _Director Since:_ _2000_ _Committee Memberships:_ · _Nominating & Governance_ _Other Current Public Boards:_ · _PayPal Holdings, Inc._ · _Verizon Communications Inc._ | | _Mr. Schulman_ has served as a member of our Board since 2000. He has served as President and then Chief Executive Officer of PayPal Holdings, Inc., an online payment system company, since September 2014. Previously, Mr. Schulman served as Group President, Enterprise Group of American Express, a financial services company, from 2010 to September 2014. He was President, Prepaid Group of Sprint Nextel Corporation, a cellular phone service provider, from 2009 until 2010. Mr. Schulman served as Chief Executive Officer of Virgin Mobile USA, a cellular phone service provider, from 2001 to 2009, when Sprint Nextel acquired that company. He also served as a member of the board of directors of Virgin Mobile USA from 2001 to 2009. Mr. Schulman is a member of the boards of directors of PayPal Holdings, Inc., Verizon Communications Inc. and a non-profit organization. He received a Bachelor’s degree in economics from Middlebury College and a Master of Business Administration degree, majoring in finance, from New York University. _Director Qualifications:_ · _Industry and Technology Experience_ — President and Chief Executive Officer of PayPal; former Group President, Enterprise Group of American Express; and former Chief Executive Officer and Chief Operating Officer of priceline.com. · _Global Experience_ — President and Chief Executive Officer of PayPal and former Group President of American Express. · _Leadership Experience_ — President and Chief Executive Officer of PayPal; former Group President, Enterprise Group of American Express; former President, Prepaid Group of Sprint Nextel Corporation; former Chief Executive Officer of Virgin Mobile USA; and former Chief Executive Officer and Chief Operating Officer of priceline.com. · _Public Company Board Experience_ — member of the boards of directors of PayPal Holdings, Inc. and Verizon Communications Inc.; and former member of the boards of directors of Virgin Mobile USA and Flextronics International Ltd. · _Business Combinations and Partnerships Experience —_ President and Chief Executive Officer of PayPal and former Chief Executive Officer of Virgin Mobile USA. · _Financial Experience_ — President and Chief Executive Officer of PayPal; former Group President, Enterprise Group of American Express; former President, Prepaid Group of Sprint Nextel Corporation; former Chief Executive Officer of Virgin Mobile USA; and former Chief Executive Officer and Chief Operating Officer of priceline.com. |

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|  V. Paul Unruh _Director_ _Age:_ _70_ _Director Since:_ _2005_ _Committee Memberships:_ · _Audit (chair)_ _Other Current Public Boards:_ · _None_ | | _Mr. Unruh_ has served as a member of our Board since 2005 following the acquisition of Veritas, where he had served on the board of directors since 2003. Mr. Unruh retired as Vice Chairman of Bechtel Group, Inc., a global engineering and construction services company, in 2003. During his 25-year tenure at Bechtel Group, he held a number of management positions including Treasurer, Controller and Chief Financial Officer. Mr. Unruh also served as President of Bechtel Enterprises, the finance, development and ownership arm from 1997 to 2001. He is a member of the board of directors of Aconex Ltd., which is traded on the Australian Stock Exchange, and a private company. Mr. Unruh is a Certified Public Accountant. _Director Qualifications:_ · _Global Experience_ — former Vice Chairman of and held various executive positions at Bechtel Group, Inc.; former President of Bechtel Enterprises and member of the board of directors of Aconex Ltd. (Australia). · _Leadership Experience_ — former Vice Chairman of and held various executive positions at Bechtel Group, Inc. and former President of Bechtel Enterprises. · _Public Company Board Experience_ — former member of the boards of directors of Heidrick & Struggles International Inc., Move, Inc., URS Corporation and Aconex Ltd. (Australia). · _Business Combinations and Partnerships Experience_ — former member of the Board of Directors of Veritas Corporation, Move, Inc., and URS Corporation. · _Financial Experience —_ certified public accountant; former Chief Financial Officer, Treasurer and Controller of Bechtel Group, Inc.; former President of Bechtel Enterprises; served on the Audit Committees of Heidrick & Struggles International, Inc. and Move, Inc. |

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|  Suzanne M. Vautrinot _President, Kilovolt Consulting Inc._ _Age:_ _59_ _Director Since:_ _2013_ _Committee Memberships:_ · _Audit_ _Other Current Public Boards:_ · _Ecolab, Inc._ · _Wells Fargo & Company_ | | _Ms. Vautrinot_ has served as a member of our Board since 2013. She has been President of Kilovolt Consulting Inc., an advisory firm, since October 2013. Ms. Vautrinot retired from the United States Air Force in October 2013 after over 30 years of service. During her career with the United States Air Force, she served in a number of leadership positions including Major General and Commander, 24th Air Force/Network Operations from 2011 to October 2013; Special Assistant to the Vice Chief of Staff from December 2010 to 2011; Director of Plans and Policy, U.S. Cyber Command from 2010 to 2010 and Deputy Commander, Network Warfare, U.S. Strategic Command, from 2008 and 2010. Ms. Vautrinot is a member of the board of directors of Ecolab, Inc., Wells Fargo & Company, a private company and a non-profit organization. She received a Bachelor of Science degree from the U.S. Air Force Academy, a Master of Systems Management degree from University of Southern California, and completed Air Command and Staff College as well as Air War College. Ms. Vautrinot was a National Security Fellow at the John F. Kennedy School of Government at Harvard University. In 2017 she was inducted into the National Academy of Engineering. _Director Qualifications:_ · _Industry and Technology Experience_ — Major General and Commander (retired) and various leadership positions of United States Air Force. · _Global Experience_ — Major General and Commander (retired) of United States Air Force; member of the boards of directors of Ecolab, Inc. and Wells Fargo & Company. · _Leadership Experience_ — Major General and Commander (retired) and various leadership positions of United States Air Force. · _Public Company Board Experience_ — member of the boards of directors of Ecolab, Inc. and Wells Fargo & Company. · _Financial Experience_ — serves on the Audit Committees of Ecolab, Inc. and Wells Fargo & Company. |

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

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| Gregory S. Clark | | | 52 | | | Chief Executive Officer | | | 2016 | |

| Geraldine B. Laybourne | | | 70 | | | Chairman of the Board, Katapult Studio | | | 2008 | |

| Robert S. Miller | | | 75 | | | President and Chief Executive Officer, International Automotive Components Group | | | 1994 | |

| Suzanne M. Vautrinot | | | 57 | | | President, Kilovolt Consulting Inc. | | | 2013 | |

_Mr.

Clark_ has served as our Chief Executive Officer and a member of our Board since August 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 to 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.

Before joining Mincom, he 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.

He 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’s degree from Griffith University.

Director Qualifications:

| | • | | _Industry and Technology Experience_ – Chief Executive Officer of Symantec Corporation; former Chief Executive Officer of Blue Coat and former President and Chief Executive Officer of Mincom. |

| | • | | _Global Experience_ – Chief Executive Officer of Symantec Corporation; former Chief Executive Officer of Blue Coat and former President and Chief Executive Officer of Mincom. |

| | • | | _Leadership Experience_ – Chief Executive Officer of Symantec Corporation; former Chief Executive Officer of Blue Coat; former President and Chief Executive Officer of Mincom and Founder, President and Chief Executive Officer of E2open. |

| | • | | _Business Combinations and Partnerships Experience_ – Chief Executive Officer of Symantec Corporation; former Chief Executive Officer of Blue Coat; former President and Chief Executive Officer of Mincom and Founder, President and Chief Executive Officer of E2open. |

| | • | | _Financial Experiences_ – Chief Executive Officer of Symantec Corporation; former Chief Executive Officer of Blue Coat; former President and Chief Executive Officer of Mincom and Founder, President and Chief Executive Officer of E2open. |

Dangeard_ has served as a member of our Board since January 2007.

He has been the Managing Partner of Harcourt, an advisory 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, he 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.

He serves on the boards of RPX Corporation and Royal Bank of Scotland Group PLC (“RBS Group”), and on a number of advisory boards.

Mr. Dangeard has previously served as a director of a variety of companies, including Crédit Agricole CIB, Eutelsat, Home Credit, SonaeCom, Thomson, Electricité de France and Telenor.

He graduated from the École des Hautes Études Commerciales, the Paris Institut d’Études Politiques and holds an LLM degree from Harvard Law School.

| | • | | _Industry and Technology Experience_ – Former Chairman and Chief Executive Officer of Thomson; former Deputy Chief Executive Officer of France Telecom; former Deputy Chairman of Telenor; former member of the boards of directors of Eutelsat and SonaeCom and member of the board of directors of RPX Corporation. |

| | • | | _Global Experience_ – Member of the board of directors of RBS Group (the United Kingdom); former Chairman and Chief Executive Officer of Thomson (France); former Deputy Chief Executive Officer of France Telecom (France); former Deputy Chairman of Telenor (Norway) and former member of the boards of directors of Crédit Agricole CIB (France), Eutelsat (France), Home Credit (Czech Republic), Electricité de France (France) and SonaeCom (Portugal). |

| | • | | _Leadership Experience_ – Managing Partner of Harcourt; former Chairman and Chief Executive Officer of Thomson; former Deputy Chief Executive Officer of France Telecom; former Deputy Chairman of Telenor and former 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 RPX Corporation and of RBS Group; former Deputy Chairman of Telenor and former member of the boards of directors of Eutelsat, Electricité de France, Thomson, and SonaeCom. |

| | • | | _Business Combinations and Partnerships Experience_ – Former Chairman and Chief Executive Officer of Thomson; former Deputy Chief Executive Officer of France Telecom; former Deputy Chairman of Telenor; former Chairman of SG Warburg France and former lawyer at Sullivan & Cromwell LLP. |

| | • | | _Financial Experiences_ – Former Chairman and Chief Executive Officer of Thomson; former Deputy Chief Executive Officer of France Telecom; former Chairman of the Audit Committee of Electricité de France and former Deputy Chairman of Telenor. |

Hao_ has served as a member of our Board since March 2016.

Mr. Hao joined Silver Lake Partners in 2000 and currently serves Silver Lake as a Managing Partner and Managing Director.

[removed: | | • | | Gregory S.] Clark, [added: Former President and] Chief Executive Officer [removed: (“CEO”) |][added: (“CEO”);]

[removed: | | • | | Nicholas R.] Noviello, [added: Former] Executive Vice President and Chief Financial Officer [removed: (“CFO”) |][added: (“CFO”);]

[removed: | | • | | Scott C.] Taylor, Executive Vice President, General Counsel and [removed: Secretary |][added: Secretary.]

[removed: Specifically, we] [added: (6) We] adjusted the [removed: non-GAAP (as defined below) revenue and operating income targets and payout curves] [added: performance metrics] under our [removed: fiscal] [added: FY17 PRU grants on March 8,] 2017 [removed: cash incentive plans in December 2016] to reflect both the impact of the acquisitions of Blue Coat and LifeLock on [removed: our] [added: the FY17] financial plan and to account for the transformational impact on our business [removed: operations] of our cost and complexity reduction [removed: initiative.][added: initiatives.]

| [removed: | • |] [added: ] | [removed: _Limited Cash Severance._] We limit any potential cash severance payments to not more than 1x our executive officers’ total target cash compensation and 2x our [removed: Chief Executive Officer’s] [added: CEO’s] total base salary. | [added: |  | We do not permit the repricing or cash-out of stock options or stock appreciation rights without stockholder approval. |]

[removed: | | • | | _Clawback Provisions._ We have traditionally included] [added: This updated policy supplements the contractual] clawback [removed: provisions] [added: rights we have had] in all of our executive compensation plans [added: since fiscal 2009] (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). [removed: |]

[removed: Named Executive Officer Compensation][added: FY19 EXECUTIVE COMPENSATION]

[removed: _“Say on Pay” Advisory Vote] [added: _Strong stockholder support] on [removed: Executive Compensation] [added: say-on-pay] and Stockholder Engagement_

[removed: COMPENSATION COMPONENTS][added: _Analysis of Compensation Components_]

The major components of [added: target] compensation for our [removed: named executive officers] [added: NEOs] during [removed: fiscal 2017] [added: FY19] were: (i) base salary, (ii) [removed: short-term cash] [added: target annual] incentive awards and (iii) [added: grant date fair value of] long-term equity incentive [removed: awards.][added: awards, with the exception of our CEO who did not receive any equity awards for FY19.]

The following table presents each [removed: named executive officer’s] [added: NEO’s] base salary for [removed: fiscal 2017 as compared to fiscal 2016.][added: FY19.]

[added: _Executive Annual Incentive Plan Target Opportunities:_] The following table presents each [removed: named executive officer’s] [added: NEO’s] target [removed: bonus] [added: incentive] opportunity [removed: (on an actual and percentage of base salary basis)] for [removed: fiscal 2017] [added: FY19] under the [removed: FY17] [added: FY19] Executive Annual Incentive [removed: Plan:][added: Plan (the “FY19 EAIP”):]

| Gregory [removed: C.] [added: S.] Clark [removed: | | | 100 | | |] [added: (1)] | [removed: 666,667] [added: 0] | [removed: (1)] [added: 0] |

| Nicholas R. Noviello | [removed: | |] 100 | [removed: | | | 430,200 | (1)] [added: 650,000] |

| Scott C. Taylor | [removed: | |] 100 | [removed: | | | 509,752 | (3)] [added: 600,000] |

[removed: | (2) |] For more information [removed: regarding Mr. Brown’s fiscal 2017 compensation,] [added: on the Transition Services Agreement,] see “Potential Payments Upon Termination or [removed: Change-in-Control”,] [added: Change-In-Control,”] below. [removed: |]

[removed: | | • | | the] [added: The] non-GAAP operating income and non-GAAP revenue [removed: measures] [added: metrics] are [removed: designed to balance growth] [added: funded independently of each other] and [removed: profitability; |][added: are weighted equally.]

[removed: Consistent with the presentation in our quarterly earnings releases and supplemental materials, under our executive compensation programs, we define (i) non-GAAP operating income] [added: (1) Defined] as [added: our FY18] GAAP [removed: gross profit less] operating [removed: expenses, adjusted] [added: income, adjusted, as applicable,] to exclude [added: website security and PKI results included in our third quarter of FY18 results,] stock-based compensation expense, charges related to the amortization of intangible assets, restructuring, separation, transition and other related expenses, acquisition and integration expenses, [added: certain gains or losses on litigation contingencies and settlements,] the impact from [added: deferred revenue and] inventory fair value adjustments as part of business combination accounting entries and certain other income and expense items that management [added: and/or the Compensation Committee] considers unrelated to Symantec’s core [removed: operations including non-GAAP revenue][added: operations.]

In [removed: rating the individual’s performance,] [added: establishing compensation for executive officers other than our CEO,] the Compensation Committee gives weight to the [removed: input] [added: recommendations] of our CEO, but final decisions about the compensation of our [removed: named executive officers] [added: NEOs] are made [removed: solely] by [removed: the] [added: our] Compensation Committee.

[removed: ][added: ]

[removed: With the exception of] [added: Except for] our CEO, the actual individual payouts [removed: are] [added: could be] further modified based on [removed: the] [added: an] individual performance factor generally in the range of 0% to 140% based on [removed: the] performance achievement against pre-established [added: individual] goals for [removed: the fiscal year.][added: FY19.]

| | [removed: |] Non-GAAP Operating Income [removed: (%) | | |] [added: ($ millions)] | [removed: Non- GAAP Revenue] [added: Funding] (%) | [removed: |] [added: Non-GAAP Revenue ($ millions)] | [added: Funding (%)] | Individual Performance Modifier (%) | [removed: | | |] Total Payout as a Percentage of Target (%) | [removed: | |]

| [removed: Threshold | | | 50 | | | | 100 | | | | 35 | | |] [added: Threshold] | [removed: 26.25] [added: $1,100] | [added: 40] |

| [removed: Target | | | 100 | | | | 100 | | | | 100 | |] [added: Target] | [added: $1,350] | 100 | [removed: |]

[removed: Non-GAAP operating income and non-GAAP revenue performance targets were] [added: | | | · Metrics] established based on a range of [removed: inputs at first without giving effect to the then-proposed acquisition of Blue Coat,] [added: inputs,] including external market economic conditions, growth outlooks for our product portfolio, the competitive environment, our internal budgets and market expectations. [added: | · Non-GAAP Revenue Metric (50% weighing). Non-GAAP Revenue is defined as GAAP revenue adjusted to exclude contract liabilities fair value adjustment calculated under 2019 plan exchange rates. |]

[removed: An executive’s individual] [added: Individual] performance is [removed: evaluated] [added: evaluated, and taken into account in determining the FY19 EAIP payout for NEOs other than the CEO] based on both quantitative and qualitative results in the following key areas:

| [removed: | • | | financial] [added: · Financial] and operational goals for [removed: their] [added: the executive’s] area of responsibility and the entire [removed: company;] [added: Company.] | [added: | · Development and management of the executive’s team of employees. |]

| [removed: | • | | leadership] [added: · Leadership] qualities as well as functional competencies and knowledge for [removed: their] [added: the executive’s] area of [removed: responsibility; and] [added: responsibility.] | [added: | |]

[removed: The] [added: Provided the threshold performance levels for both Company performance metrics are achieved, the] CEO evaluates the level of each [removed: named executive officer’s] [added: NEO’s] individual performance against the pre-determined goals [removed: following the end of] [added: at] fiscal [removed: year] [added: year-end] and [removed: then] makes a recommendation to the Compensation Committee.

| [removed: | | Target ($)(millions) |] [added: Company Performance Metric] | [added: Target ($) (millions)] | [added: Threshold ($) (millions)] | Actual [removed: ($)(millions) | | |] [added: ($) (millions)] | [removed: Achievement] [added: Threshold Funding] (%) | [removed: | | |] Funding (%) | [removed: | |]

| Gregory [removed: C.] [added: S.] Clark [removed: | | | 111.5 | | | | n/a | | | | 111.5 | |] [added: (1)] | [added: NA] | [removed: 743,333] [added: NA] | [added: NA] |

_Restricted Stock Units (RSUs):_ RSUs represent the right to receive one share of Symantec common stock for each [removed: RSU] vested [added: RSU] upon the settlement date, [removed: which is the date on which certain conditions, such as] [added: subject to] continued employment [removed: with us for a pre-determined length of time, are satisfied.][added: through each vesting date.]

[removed: For purposes of calculating performance under the PRUs, we define non-GAAP operating income as our fiscal 2018 non-GAAP] [added: Non-GAAP] operating income [removed: reported as part of our earnings release, as] [added: was] adjusted [removed: for any positive or negative foreign exchange impacts (subject] [added: under FY17 PRUs] to [removed: cap on] [added: (i) allow for the] negative [removed: impacts to revenue] [added: impact] of up to $91 [removed: million), plus the aggregate pre-tax dollar value] [added: million] of [added: foreign exchange rates on revenue, with no limit on] the [removed: benefit] [added: positive foreign exchange impact, and (ii) adjusted beneficially for changes] to [removed: non-GAAP EPS in the period from any] [added: Symantec’s] capital structure [removed: changes,] [added: that positively impacted Symantec’s EPS on a non-GAAP Basis,] such as cash interest expense savings due to prepayment of indebtedness.

Depending on our achievement of this metric, 0% to 300% of the target shares [removed: will be] [added: were] eligible to be earned at the end of [removed: fiscal 2018,] [added: FY18,] subject to additional vesting conditions in certain cases as discussed [removed: below, based on and subject to the achievement of this metric.][added: below.]

To further encourage continued service to [removed: our company] [added: us] and our stockholders, for any achievement above 250% of target to be earned, [added: generally,] the participant must [removed: be] [added: have been] employed by [removed: our company] [added: us] through the end of [removed: fiscal 2019] [added: FY19] when the additional payout in excess of 250% [removed: will be] [added: was] made.

| Gregory [removed: C.] [added: S.] Clark | [removed: |] [added: 1,000,000] | [removed: 250,000] [added: —] | [added: 1,000,000] |

| Nicholas R. [removed: Noviello |] [added: Noviello(2)(3)] | [added: NA] | [removed: 162,500] [added: NA] | [added: NA] |

[removed: Seifert] [added: Noviello] and Taylor.

[removed: Other] Benefits

[removed: All named executive officers are eligible to participate in our] [added: |] 401(k) plan [removed: (which includes our] [added: and] matching [removed: contributions),] [added: contributions,] health and dental coverage, life insurance, disability insurance, paid time off, and paid [removed: holidays] [added: holidays. | · Provide our NEOs with competitive broad-based employee benefits] on the same terms as are available to all employees generally. [added: | |]

This compensation discussion and analysis (“CD&A”) summarizes our executive compensation philosophy, our fiscal 2019 (“FY19”) executive compensation program and the FY19 compensation decisions made by the Compensation Leadership and Development Committee (the “Compensation Committee”) with respect to the following named executive officers (“NEOs”):

· Nicholas R.

· Amy L.

Cappellanti-Wolf, Senior Vice President and Chief Human Resources Officer;

· Samir Kapuria, Executive Vice President and General Manager, CBU and Cyber Security Services; and

· Scott C.

_FY19 Financial Results, Compensation and New Leadership_

| FY19 Financial Results | | | (In millions, except for per share amounts) | | Fiscal 2019 (“FY19”) | | Fiscal 2018 (“FY18”) | | | |

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

| Net revenues | | $4,731 | | $4,834 | | | | | | |

| Operating income | | 380 | | 49 | | | | | | |

| Net income | | 31 | | 1,138 | | | | | | |

| Net income per share – diluted | | 0.05 | | 1.70 | | | | | | |

| Net cash provided by operating activities | | 1,495 | | 950 | | | | | | |

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

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

| FY19 Challenges | While we saw improvements in some areas of our business, our overall performance and stock price was negatively impacted by several significant factors: · Revenue and business momentum in our Enterprise Security segment declined in FY19. · The Company was subject to an internal investigation, which was commenced and completed by the Audit Committee of the Board (the “Audit Committee”) in connection with concerns raised by a former employee. · We announced a restructuring plan pursuant to which we targeted reductions of our global workforce of up to approximately 8%. · Our executive leadership team was in transition with announced executive officer departures in November 2018 and January 2019. | | | | | | | | | |

| Commitment to Pay-For-Performance | · Our former CEO did not receive a FY19 equity award. · None of our NEOs received an annual base salary increase for FY19, except for those executives who were promoted. · Our former CEO did not receive a payment under his annual cash incentive award. | | | | | | | | | |

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

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

| Executive Compensation | | Component | | Metric(1) | | Achievement (as a percent of target) | | Funding | | |

| | FY19 Executive Annual Incentive Plan (“EAIP”) | | FY19 Non-GAAP operating income | | 87.5% | | 0% | | | |

| | FY19 Non-GAAP revenue | | 97.2% | | 71.2% | | | | | |

| | FY19 EAIP Total | | | | | | 35.6% | | | |

| | FY19 Performance-based Restricted Stock Units | | FY19 earnings per share (“EPS”) | | 88.3% | | 50.6% | | | |

| | FY19 free cash flow | | 90.7% | | 91.2% | | | | | |

| | FY18 Performance-based Restricted Stock Units | | 2-year total shareholder return (“TSR”) relative to Nasdaq 100 | | \-21.32% | | 0% | | | |

| | Fiscal 2017 (“FY17”) Performance-based Restricted Stock Units | | FY18 Non-GAAP Operating Income | | 109.29% | | 268.2% (of which 250% vested and settled at the end of FY18, and the remaining 18.2% vested for eligible participants at the end of FY19). | | | |

| | (1) Please see discussion below for more detail regarding how these metrics are calculated. | | | | | | | | | |

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

| New Leadership | · The composition of our Board changed materially with the appointment of four new independent directors, two of whom replaced long-tenured directors. · In November 2018, Michael Fey resigned as President and COO. · In May 2019, Richard S. “Rick” Hill became our Interim President and CEO, replacing Gregory S. Clark. · In May 2019, Vincent Pilette became our CFO, replacing Nicholas R. Noviello. |

Despite the challenges we faced in FY19, we remain confident in our Integrated Cyber Defense and Consumer Cyber Safety strategies and our competitive product portfolio.

In our Enterprise segment, we are focused on improving operational discipline, increasing sales productivity, expanding operating margins and managing the shift to our ratable cloud delivered solutions.

In our Consumer segment, we will continue to execute on multiple initiatives to drive revenue growth.

With industry-leading solutions across both our enterprise and consumer businesses, we believe that we are well positioned to participate in a growing opportunity in the cyber defense market.

We have an opportunity to enhance stockholder value by building on the leadership and momentum of both our Enterprise and Consumer Cyber Safety segments.

| Drive Business Success Our executive compensation program is designed to drive our success as a market leader in cybersecurity. | Pay for Performance We believe that executive compensation should be tied to our short and long-term performance. It is important to reward outstanding individual performance, team success, and Company-wide results. |

| | |

| Attract and Retain We focus on corporate and individual performance objectives and aim to attract and retain highly-qualified executive officers while maximizing long-term stockholder value. | Balancing and Aligning Interests with Stockholders We are sensitive to our need to balance and align the interests of our executive officers with those of our stockholders, especially when compensation decisions might increase our cost structure or stockholder dilution. |

_Compensation Policies and Practices_

This compensation discussion and analysis (“CD&A”) describes the material elements of Symantec’s executive compensation program for fiscal 2017.

For fiscal 2017, our named executive officers, or NEOs, include the following current officers:

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

| | • | | Michael D. Fey, President and Chief Operating Officer (“COO”) |

| | • | | Francis C. Rosch, Executive Vice President, Consumer Business |

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

| | • | | Michael A. Brown, former President and CEO |

| | • | | Thomas J. Seifert, former Executive Vice President and CFO |

_Introduction_

Fiscal 2017 was a transformative year for Symantec, defined by a strategic refocus exclusively on cybersecurity, a major operational initiative to reduce costs and complexity, and a significant realignment of our executive leadership.

In January 2016 we completed the sale of our Veritas information management business (“Veritas”) to The Carlyle Group (the “Veritas Sale”).

In April 2016 we initiated a CEO transition process which, in June 2016, resulted in our announced intent to acquire Blue Coat, Inc. (“Blue Coat”) and to appoint Gregory Clark (Blue Coat’s then-CEO) as our CEO, effective upon the completion of the Blue Coat acquisition.

In July 2016 we announced our intent to appoint Michael Fey (Blue Coat’s then-president and COO) as our President and COO (effective upon the completion of the Blue Coat acquisition).

In August 2016 we completed the Blue Coat acquisition, and Mr. Clark became our new CEO and Mr. Fey became our new President and COO.

In November 2016 we announced our intent to acquire LifeLock, Inc., and we completed the acquisition in February 2017.

Finally, in December 2016, Nicholas Noviello (former CFO of Blue Coat) succeeded Thomas Seifert as our Executive Vice President and CFO.

This CD&A and our executive compensation programs for fiscal 2017 reflect the significant changes to our management team and to our business described above.

We made revisions to elements of executive compensation to ensure that the appropriate incentives were in place to drive strong performance through a period of significant change

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

within our company.

Similarly, the performance metrics under our fiscal 2017 PRU grants (as defined below) were also revised in March 2017 for the same reasons.

Throughout this CD&A, unless otherwise indicated, the discussion of our fiscal 2017 cash incentive plan and PRUs addresses these revised metrics or payout curves, not the previously established metrics or curves, and is adjusted to exclude the related equity accounting modification charges for fiscal 2017.

The overriding principle driving our compensation programs continues to be our belief that our employees, customers, partners and stockholders all benefit when management’s compensation is tied to our current and long-term performance.

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

| | • | | _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. |

| | • | | _Performance-based Restricted Stock Units (“PRUs”); no Options._ The majority of the annual, at-target equity compensation of our named executive officers is in the form of PRUs, which do not have any value unless our company achieves targeted non-GAAP operating income for fiscal 2018. We do not award any stock options to our executives. |

| | • | | _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 in a year. |

| | • | | _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. We reevaluate our peer group on an annual basis and, when necessary, make adjustments. |

| | • | | _Meaningful Stock Ownership Guidelines for Executives._ We have long-standing stock ownership guidelines for our named executive officers, requiring them to hold a significant minimum value in shares such that they have 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. |

| | • | | _Annual Say-on-Pay Vote and Stockholder Engagement_. We seek stockholder feedback on our executive compensation through an annual advisory vote and ongoing stockholder engagement. |

| | • | | _No Gross-ups Permitted_. We do not provide for gross-ups of excise tax values under Section 4999 of the Code. |

| | • | | _Short-selling and Pledging 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. |

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

_Summary of Compensation Matters During Fiscal 2017_

Financial and Compensation Metrics, Performance Achievement and Incentive Plan Earnings

Fiscal 2017 was a year of major change and was marked with substantial operating improvement across the entire company.

The Company’s financial results for fiscal 2017 demonstrate strong execution:

| | • | | The Company’s Generally Accepted Accounting Principles (“GAAP”) revenue in fiscal 2017 was $4.019 billion, an increase of 12% over fiscal 2016, with fiscal 2017 Enterprise Security segment GAAP revenue up 22%, and fiscal Consumer Digital Safety segment GAAP revenue flat over fiscal 2016. |

| | • | | The Company realized over $300 million of run rate cost efficiencies and integration synergies exiting fiscal 2017, ahead of plan. |

During fiscal 2017, we used two core financial operating metrics to assess company performance in our Fiscal 2017 Executive Annual Incentive Plan (the “FY17 Executive Annual Incentive Plan”) and determine incentive compensation amounts earned by our executive officers: non-GAAP operating income and non-GAAP revenue.

The following table sets forth information, as of June [removed: 30, 2017,] [added: 14, 2019] 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 [removed: Board,] [added: Board] (iii) the named executive officers of Symantec included in the Summary Compensation Table appearing on page [removed: 31] [added: 42] of this Annual Report [removed: on Form 10-K] and (iv) all current executive officers and directors of Symantec as a group.

Percentage ownership is based on [removed: 610,990,648] [added: 617,076,272] shares of Symantec common stock outstanding as of June [removed: 30, 2017 (excluding shares held in treasury).][added: 14, 2019.]

[removed: Shares of common stock subject to stock options and restricted stock units vesting on or before August 29, 2017 (within 60] days of June [removed: 30, 2017)] [added: 14, 2019)] 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 | | [removed: |]

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

| Frank E. Dangeard | | [removed: | 95,426 | |] [added: 113,936] | | [removed: *] | |

| V. Paul [removed: Unruh | | | 75,267] [added: Unruh(9)] | | [added: 101,711] | | [removed: *] | |

| Anita M. Sands | | [removed: | 45,386 | |] [added: 63,830] | | [removed: *] | |

| Suzanne M. [removed: Vautrinot | | | 32,825] [added: Vautrinot(11)] | | [added: 32,269] | | [removed: *] | |

| Kenneth Y. [removed: Hao | | | 29,418] [added: Hao(10)] | | [added: 60,670] | | [removed: *] | |

| Amy [added: L.] Cappellanti-Wolf | | [removed: | 22,097 | |] [added: 217,164] | | [removed: *] | |

| David W. Humphrey | | [removed: | 18,630 | |] [added: 49,882] | | [removed: *] | |

| [removed: All current Symantec executive officers] [added: Current Directors] and [removed: directors as a group (10) | | | 8,194,627] [added: Executive Officers] | | | | [removed: 1.3] | [removed: %] |

[removed: | * |] Less than 1%. [removed: |]

[removed: | |] [added: *] Former officer. [removed: |]

[removed: | (1) |] [added: (4)] Based solely on a Schedule [removed: 13G] [added: 13G/A] filing made by Capital World Investors on February [removed: 10, 2017,] [added: 14, 2019,] reporting [removed: sole] voting and dispositive power over the shares. [removed: This stockholder’s address is 333 South Hope Street, Los Angeles, CA 90071. |]

[removed: |] (2) [removed: |] Based solely on a Schedule 13G/A filing made by [removed: the] Vanguard Group [added: Inc] on [removed: June 10, 2017,] [added: February 13, 2019,] reporting [removed: sole] voting and dispositive power over the shares. [removed: This stockholder’s address is 100 Vanguard Blvd., Malvern, PA 19355. |]

[removed: |] (3) [removed: |] Based solely on a Schedule 13G/A filing made by the [removed: Franklin Mutual Advisers, LLC] [added: BlackRock, Inc.] on February [removed: 7, 2017,] [added: 6, 2019,] reporting [removed: sole] voting and dispositive power over the shares. [removed: This stockholder’s address is 101 John F. Kennedy Parkway, Short Hills, NJ 07078. |]

[removed: | (6) | Includes 1,300,812] [added: Brown: 11,013 shares, 15,000] shares subject to [removed: options that will be] [added: fully] exercisable [removed: as of August 29, 2017] [added: options,] and [removed: 82,722] [added: 3,468] shares issuable upon the settlement of RSUs [removed: as of] [added: on] August [removed: 29, 2017. |][added: 1, 2019.]

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 March [removed: 31, 2017:][added: 29, 2019:]

| | | Equity Compensation Plan Information | | | | | | [removed: | | | | |]

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

| Equity compensation plans [added: not] approved by security holders | | [removed: | 140,426 | | | $ | 13.13] [added: —] | [added: (2)] | [added: —] | | [removed: 85,324,824] [added: —] | [removed: (1)] |

| Equity compensation plans [removed: not] approved by security holders | | [removed: | — | (2) | | | —] [added: 21,941,509] | [added: (1)] | | | [removed: —] [added: 60,284,856] | [added: (2)] |

[removed: | (2) | Excludes outstanding options to acquire 19,390,010 shares as of March 31, 2017 that were assumed as part of various acquisitions. The weighted average exercise price of these outstanding options was $8.91 as of March 31, 2017.] 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. [removed: |]

Shares of common stock subject to stock options and restricted stock units vesting on or before August 14, 2019 (within 60

Unless otherwise indicated, the address of each of the individuals and entities named below is c/o Symantec Corporation, 350 Ellis Street, Mountain View, California 94043.

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

| | | | | | |

| 5% Beneficial Owners | | | | | |

| T. Rowe Price Associates, Inc. (1) | | 94,325,069 | | 15.3 | % |

| Vanguard Group Inc. (2) | | 66,828,879 | | 10.8 | % |

| BlackRock, Inc. (3) | | 42,309,498 | | 6.9 | % |

| Capital World Investors (4) | | 41,378,550 | | 6.7 | % |

| Starboard Value LP (5) | | 36,000,796 | | 5.8 | % |

| Total | | 280,842,792 | | 45.5 | % |

| | | | | | |

| Gregory S. Clark*(6) | | 5,964,117 | | 1.0 | % |

| Nicholas R. Noviello*(7) | | 1,347,260 | | | |

| Scott C. Taylor | | 407,957 | | | |

| Samir Kapuria | | 244,781 | | | |

| David L. Mahoney(8) | | 201,423 | | | |

| Daniel H. Schulman | | 170,989 | | | |

| Dale L. Fuller | | 35,088 | | | |

| Peter A. Feld(12) | | 24,685 | | | |

| Richard S. Hill(13) | | 20,110 | | | |

| Susan P. Barsamian(14) | | 19,903 | | | |

| Total | | 9,075,775 | | 1.5 | % |

| | | | | | |

| As a group (18 people) (15) | | 2,579,786 | | 0.4 | % |

(1) Based solely on a Schedule 13G/A filing made by T.

Rowe Price Associates on February 14, 2019, reporting voting and dispositive power over the shares.

This stockholder’s address is 100 E.

Pratt Street, Baltimore, MD 21202.

This stockholder’s address is 100 Vanguard Blvd., Malvern, PA 19355.

This stockholder’s address is 55 East 52nd Street, New York, NY 10055.

This stockholder’s address is 333 South Hope Street, Los Angeles, CA 90071.

(5) Based solely on a Schedule 13D filing made by Starboard Value LP on February 7, 2019, reporting voting and dispositive power over the shares.

This stockholder’s address is 777 Third Avenue, 18th Floor, New York, New York 10017.

Mr. Feld is a Managing Member of Starboard Value LP and may be deemed to share voting and dispositive power over these shares.

(6) Beneficial ownership data is current through Mr. Clark’s departure date of May 9, 2019 and includes 1,122,938 shares held by the Gregory S.

Clark Living Trust for which Mr. Clark exercises voting and dispositive power and 3,604,101 shares subject to options that were fully exercisable as of his departure date.

(7) Beneficial ownership data is current through Mr. Noviello’s departure date of May 24, 2019 and includes and 775,028 shares subject to options that were fully exercisable as of his departure date.

(8) Includes 16,959 shares held by the Winnifred C.

Ellis & David L.

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

| | | | | | | | | |

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

| 5% Beneficial Owner | | | | | | | | |

| Capital World Investors (1) | | | 66,441,047 | | | | 10.9 | % |

| Vanguard Group Inc. (2) | | | 61,583,993 | | | | 10.1 | % |

| Franklin Mutual Advisors, LLC (3) | | | 41,305,074 | | | | 6.8 | % |

| BlackRock, Inc. (4) | | | 39,562,423 | | | | 6.5 | % |

| Gregory S. Clark (5) | | | 4,593,111 | | | | * | |

| Michael D. Fey (6) | | | 1,385,581 | | | | * | |

| Nicholas R. Noviello (7) | | | 968,062 | | | | * | |

| Michael Brown (8) | | | 431,606 | | | | * | |

| David L. Mahoney | | | 174,979 | | | | * | |

| Francis C. Rosch (9) | | | 155,956 | | | | * | |

| Scott C. Taylor | | | 154,910 | | | | * | |

| Daniel H. Schulman | | | 144,545 | | | | * | |

| Robert S. Miller | | | 135,513 | | | | * | |

| Geraldine B. Laybourne | | | 120,727 | | | | * | |

| Roxane Divol | | | 42,194 | | | | * | |

| Thomas J. Seifert (8) | | | 41,374 | | | | * | |

| --- | --- |

| (4) | Based solely on a Schedule 13G/A filing made by the BlackRock, Inc. on January 27, 2017, reporting sole voting and dispositive power over the shares. This stockholder’s address is 55 East 52nd Street, New York, NY 10055. |

| (5) | Includes 207,907 shares held by the T.R. 01/29/2016 Gregory S. Clark Living Trust for which Mr. Clark exercises voting and dispositive power, 2,121,613 shares held by GSC-OZ Investment LLC for which Mr. Clark exercises voting and dispositive power, 1,932,635 shares subject to options that will be exercisable as of August 29, 2017 and 123,644 shares issuable upon the settlement of RSUs as of August 29, 2017. |

| (7) | Includes 926,314 shares subject to options that will be exercisable as of August 29, 2017 and 31,214 shares issuable upon the settlement of RSUs as of August 29, 2017. |

| (8) | Beneficial ownership data is current through the date of such former officer’s departure. |

| (9) | Includes 40,000 shares subject to options that will be exercisable as of August 29, 2017. |

| (10) | Includes 4,199,761 shares subject to options that will be exercisable as of August 29, 2017. |

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

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

| | | (a) | | | | (b) | | | | (c) | | |

| Total | | | 140,426 | | | $ | 13.13 | | | | 85,324,824 | |

| (1) | Represents 59,931 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, 38,965,625 shares remaining available for future issuance under Symantec’s 2008 Employee Stock Purchase Plan and 46,095,669 shares remaining available for future issuance as stock options under our 2013 Plan. |

Related-Person Transactions Policy and [removed: Procedures][added: Procedure]

[removed: | | • | |] [added: ·] compensation to executive officers determined by Symantec’s Compensation Committee; [removed: |]

[removed: | | • | |] [added: ·] any transaction with another company at which a related person is a director or an employee (other than an executive officer) if the aggregate amount involved does not exceed the greater of $2,000,000, or three percent of that company’s total annual gross revenues, provided that the transaction involves the purchase of either company’s goods and services and the transaction is subject to usual trade terms and is in the ordinary course of business and the related person is not involved in the negotiation of the transaction; [removed: |]

[removed: | | • | |] [added: ·] any compensation paid to a director if the compensation is required to be reported in Symantec’s proxy statement; [removed: |]

[removed: | | • | |] [added: ·] any transaction where the related person’s interest arises solely from the ownership of the Company’s common stock and all holders of the Company’s common stock received the same benefit on a pro rata basis; [removed: |]

[removed: | | • | |] [added: ·] any charitable contribution, grant or endowment by Symantec or the Symantec Foundation to a charitable organization, foundation or university at which a related person’s only relationship is as a director or an employee (other than an executive officer), if the aggregate amount involved does not exceed $120,000, or any non-discretionary matching contribution, grant or endowment made pursuant to a matching gift program; [removed: |]

[removed: | | • | |] [added: ·] any transaction where the rates or charges involved are determined by competitive bids; [removed: |]

[removed: | | • | |] [added: ·] any transaction involving the rendering of services as a common or contract carrier, or public utility, at rates or charges fixed in conformity with law or governmental authority; or [removed: |]

[removed: | | • | |] [added: ·] any transaction involving services as a bank depositary of funds, transfer agent, registrar, trustee under a trust indenture, or similar services. [removed: |]

On February 3, 2016, Symantec entered into an investment agreement with investment entities affiliated with Silver Lake, [added: a private equity firm,] relating to the issuance to Silver Lake of $500 million principal amount of 2.5% convertible unsecured notes, due [added: in] 2021.

On June 12, 2016, Symantec entered into an investment agreement with investment entities affiliated with Silver Lake and Bain Capital relating to the issuance of $1.25 billion aggregate principal amount of 2.0% convertible unsecured notes due [added: in] 2021.

Pursuant to the investment agreement, Silver [removed: Lake, a private equity firm of which Mr. Hao is a managing partner and managing director,] [added: Lake] has agreed to purchase $500 million aggregate principal amount of the notes, and Bain Capital, private equity firm of which [removed: Mr. Humphrey is a managing director, has agreed to purchase $750 million aggregate principal amount of the notes.][added: David W.]

[removed: The transactions contemplated by this] investment agreement closed concurrently with the closing of the Blue Coat acquisition on August 1, 2016.

The 2.5% convertible unsecured notes, due [added: in] 2021 (the “2.5% Notes”), bear interest at a rate of 2.5% per annum.

The 2.0% convertible unsecured notes, due [added: in] 2021 (the “2.0% Notes” and, together with the 2.5% Notes, collectively, the “Notes”), bear interest at a rate of 2.0% per annum.

As of March [removed: 31, 2017,] [added: 30, 2018,] $1.75 billion in aggregate principal amount of the Notes was outstanding.

During [removed: fiscal 2017,] [added: FY18,] we paid an aggregate of [removed: $20.66] [added: $37.5] million in interest on the Notes.

On June 12, 2016, we entered into reinvestment agreements with [added: our former CEO] Mr. Clark and GSC-OZ Investment LLC, an entity controlled by Mr. Clark, pursuant to which the parties agreed to purchase, in the aggregate, 2,329,520 shares our common stock for an aggregate purchase price of $40,300,696.

[removed: The agreements provide that, in the aggregate, 207,907 of such shares will vest monthly until October 30, 2019, subject to Mr. Clark’s continued service to the Company, and that all of the shares are subject to transfer restrictions until] [added: On] August 1, [removed: 2018 but may be] [added: 2017 these shares were] released from [removed: such] [added: transfer] restrictions [removed: on or after August 1, 2017 if] [added: when] our common stock [removed: achieves a] [added: achieved the] specified volume weighted average trading price over a defined period as set forth in the agreements.

On June 12, 2016, we entered into a reinvestment agreement with each of Mr. [removed: Fey] [added: Fey, our former President] and [added: COO, and] Mr. [removed: Noviello] [added: Noviello, our former CFO,] pursuant to which each of Mr. Fey and Mr. Noviello agreed not to transfer certain shares of common stock to be issued upon exercise of options held by Mr. Fey and Mr. [removed: Noviello until such shares may be released from such restrictions on or after August 1, 2017 if our common stock achieves a specified volume weighted average trading price over a defined period as set forth in the agreements.][added: Noviello.]

Currently, each member of our Board, other than our [added: interim] Chief Executive Officer, [removed: Gregory] [added: Richard] S.

[removed: Clark,] [added: Hill,] 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.

Based on this review and consistent with our independence criteria, the Board has affirmatively determined that the following current directors [removed: and director nominees] are independent: [added: Sue Barsamian,] Frank E.

Humphrey is a managing director, has agreed to purchase $750 million aggregate principal amount of the notes.

The transactions contemplated by this

In connection with the investment, Mr. Humphrey was appointed to our Board.

_Transactions with Starboard Value LP_

In September 2018, the Company entered into an agreement with Starboard Value LP and certain of its affiliates (collectively, “Starboard”) regarding, among other things, the membership and composition of the Board and committees thereof (the “Starboard Agreement”).

Under the terms of the Starboard Agreement, the Company appointed Peter A.

Feld and Dale L.

Fuller to serve on the Board and agreed to nominate them for election to the Board at the Annual Meeting.

The Starboard Agreement also provided that Robert S.

Miller and Geraldine B.

Laybourne would not stand for re-election as directors at the Annual Meeting and that, within 30 days after the Annual Meeting, the Company would appoint Richard S.

“Rick” Hill to the Board and an additional director to the Board who would be selected by the then-appointed Board from a list of candidates mutually agreed by the Company and Starboard pursuant to the procedures described in the Starboard Agreement.

On January 7, 2019, the Board appointed Mr. Hill and Sue Barsamian to the Board in accordance with this provision.

With respect to the Annual Meeting, Starboard has agreed to, among other things, vote all shares of the Company’s common stock beneficially owned by Starboard in favor of the Company’s director nominees and, subject to certain conditions, vote in accordance with the Board’s recommendations on all other proposals.

Pursuant to the Starboard Agreement, if at any time Starboard beneficially owns less than 3.0% of the Company’s then-outstanding common stock (the “Minimum Ownership Threshold”), Mr. Feld (or, if Mr. Feld is no longer serving on the Board, the substitute Starboard employee director who replaced Mr. Feld) will immediately resign from the Board.

Furthermore, until the earlier of (x) 15 business days prior to the deadline for the submission of stockholder nominations for the 2019 Annual Meeting and (y) 90 days prior to the first anniversary of the Annual Meeting, for so long as Starboard satisfies the Minimum Ownership Threshold, Starboard also has certain additional rights to recommend or select substitute directors as provided in the Starboard Agreement.

_Aircraft Lease Agreement_

On November 9, 2017, the Company and Mr. Clark, our former CEO, entered into an Aircraft Lease Agreement (the “Aircraft Lease Agreement”) for the occasional lease by the Company of an aircraft owned by Mr. Clark.

Under the Aircraft Lease Agreement, the Company will reimburse Mr. Clark for business travel on his aircraft at a rate of $2,500 per flight hour plus additional operating costs.

The Nominating and Governance Committee of our Board of Directors approved the Aircraft Lease Agreement after completing a competitive analysis of comparable chartered aircraft rates, which showed that the reimbursement rate is at or below market rates for the charter of similar aircraft.

The Nominating and Governance

Committee during FY18 also adopted a Company-wide Aircraft Usage Policy, which governs the approved business usage of corporate aircraft, including Mr. Clark’s, and set an annual cap on the amount of expenses to be incurred by the Company under the policy at two million dollars.

During FY19, we incurred approximately $2 million in fees for the aircraft owned by Mr. Clark.

Please see “Executive Compensation and Related Information — Summary Compensation Table” on page 42 for more information.

Dangeard, Peter A.

Feld, Dale L.

Fuller, Kenneth Y.

Humphrey, David L.

Mahoney, Anita M.

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

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In connection with the investment, David W.

Humphrey, a managing director of Bain Capital, was appointed to our Board.

Dangeard, Kenneth Y.

Humphrey, Geraldine B.

Laybourne, David L.

Mahoney, Robert S.

Miller, Anita M.

In addition to performing the audit of Symantec’s consolidated financial statements, KPMG provided various other services during [removed: fiscal years 2017] [added: FY19] and [removed: 2016.][added: FY18.]

The aggregate fees billed for [removed: fiscal years 2017] [added: FY19] and [removed: 2016] [added: FY18] for each of the following categories of services are as follows:

| Fees Billed to Symantec | | [removed: 2017 |] [added: FY19] | | | [removed: 2016] [added: FY18] | | |

(1) _“Audit fees”_ include fees for audit services principally related to the year-end examination and the quarterly reviews of [removed: Symantec’s] [added: our] consolidated financial statements, consultation on matters that arise during a review or audit, review of SEC filings, audit services performed in connection with our acquisitions and divestitures and statutory audit fees.

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 25th day of July [removed: 2017.][added: 2019.]

| [removed: SYMANTEC CORPORATION] | [added: SYMANTEC CORPORATION] | |

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

| [added: Number] | [added: |] Exhibit Description | | Form | | [removed: | |] File No. | | [removed: | |] Exhibit | | [removed: | |] Filing Date | | [removed: | | |] [added: Herewith] |

| 31.03 | | [removed: Certification] [added: [Certification] of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002 | | | | | | | |] [added: 2002](https://www.sec.gov/Archives/edgar/data/849399/000110465919041857/a19-13070_1ex31d03.htm#Exhibit31_03_121613 "Click to goto ")] | | | | | | | | | | X |

| 31.04 | | [removed: Certification] [added: [Certification] of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of [removed: 2002 | | | | | | | |] [added: 2002](https://www.sec.gov/Archives/edgar/data/849399/000110465919041857/a19-13070_1ex31d04.htm#Exhibit31_04_121717 "Click to goto ")] | | | | | | | | | | X |

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

| Audit fees(1) | | $ | 12,464,329 | | $ | 11,370,525 | |

| Audit related fees(2) | | 1,142,383 | | | 753,689 | | |

| Tax fees(3) | | 161,685 | | | 469,449 | | |

| All other fees(4) | | 0 | | | 311,000 | | |

| Total fees | | $ | 13,768,398 | | $ | 12,904,663 | |

| | By | /s/ Vincent Pilette |

| | | Vincent Pilette |

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

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

| Audit fees(1) | | $ | 9,985,434 | | | $ | 21,972,001 | |

| Audit related fees(2) | | | 620,565 | | | | 1,431,411 | |

| Tax fees(3) | | | 1,701,011 | | | | 284,052 | |

| All other fees(4) | | | 142,519 | | | | 61,131 | |

| Total fees | | $ | 12,449,529 | | | $ | 23,748,595 | |

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

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| By | | /s/ Nicholas R. Noviello |

| | | Nicholas R. Noviello |

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