Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information, as of June 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 Board (iii) the named executive officers of Symantec included in the Summary Compensation Table appearing on page 42 of this Annual Report and (iv) all current executive officers and directors of Symantec as a group.
Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power with respect to securities. Unless otherwise indicated below, the persons and entities named in the table have sole voting and sole investment power with respect to all shares beneficially owned, subject to community property laws where applicable. Percentage ownership is based on 617,076,272 shares of Symantec common stock outstanding as of June 14, 2019. Shares of common stock subject to stock options and restricted stock units vesting on or before August 14, 2019 (within 60
days of June 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.
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.
| Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percent of Class | |||
|---|---|---|---|---|---|
| 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 | % | ||
| Directors and Named Executive Officers | |||||
| 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 | ** | |||
| Amy L. Cappellanti-Wolf | 217,164 | ** | |||
| David L. Mahoney(8) | 201,423 | ** | |||
| Daniel H. Schulman | 170,989 | ** | |||
| Frank E. Dangeard | 113,936 | ** | |||
| V. Paul Unruh(9) | 101,711 | ** | |||
| Anita M. Sands | 63,830 | ** | |||
| Kenneth Y. Hao(10) | 60,670 | ** | |||
| David W. Humphrey | 49,882 | ** | |||
| Dale L. Fuller | 35,088 | ** | |||
| Suzanne M. Vautrinot(11) | 32,269 | ** | |||
| Peter A. Feld(12) | 24,685 | ** | |||
| Richard S. Hill(13) | 20,110 | ** | |||
| Susan P. Barsamian(14) | 19,903 | ** | |||
| Total | 9,075,775 | 1.5 | % | ||
| Current Directors and Executive Officers | |||||
| As a group (18 people) (15) | 2,579,786 | 0.4 | % |
- Former officer.
** Less than 1%.
(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.
(2) Based solely on a Schedule 13G/A filing made by Vanguard Group Inc on February 13, 2019, reporting voting and dispositive power over the shares. This stockholder’s address is 100 Vanguard Blvd., Malvern, PA 19355.
(3) Based solely on a Schedule 13G/A filing made by the BlackRock, Inc. on February 6, 2019, reporting voting and dispositive power over the shares. This stockholder’s address is 55 East 52nd Street, New York, NY 10055.
(4) Based solely on a Schedule 13G/A filing made by Capital World Investors on February 14, 2019, reporting voting and dispositive power over the shares. 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. Mahoney Trust for which Mr. Mahoney exercises voting and dispositive power.
(9) Shares held by the Unruh Family Living Trust for which Mr. Unruh exercises voting and dispositive power.
(10) These securities are held by Mr. Hao for the benefit of Silver Lake Technology Management LLC, certain of its affiliates and certain of the funds they manage (“Silver Lake”) and pursuant to Mr. Hao’s arrangement with Silver Lake, upon the sale of these securities, the proceeds are expected to be remitted to Silver Lake.
(11) Shares held by the William C. Keller and Suzanne Vautrinot Living Trust for which Ms. Vautrinot exercises voting and dispositive power.
(12) Excludes 36,000,796 shares of common stock beneficially owned by Starboard Value LP and its affiliates. Mr. Feld is a Managing Member of Starboard Value LP and may be deemed to share voting and dispositive power over these shares.
(13) Includes 3,954 shares issuable upon the settlement of Mr. Hill’s RSUs on July 1, 2019 and August 1, 2019.
(14) Shares held by the S. Barsamian and W. Romans Revocable Trust for which Ms. Barsamian exercises voting and dispositive power.
(15) Includes 10,000 shares held by Vincent Pilette, 155,429 shares held by the Pilette RSA Reserve of which 100% of shares are subject to forfeiture under the terms of the RSA agreement, and 620,477 shares held by the VPJW Revocable Trust for which Mr. Pilette exercises voting and dispositive power. Includes for Matthew C. Brown: 11,013 shares, 15,000 shares subject to fully exercisable options, and 3,468 shares issuable upon the settlement of RSUs on August 1, 2019. Arthur Gilliland does not hold any shares.
Symantec has adopted a policy that executive officers and members of the Board hold an equity stake in the Company. The policy requires each executive officer to hold a minimum number of shares of Symantec common stock. Newly appointed executive officers are not required to immediately establish their position but are expected to make regular progress to achieve it. The Nominating and Governance Committee reviews the minimum number of shares held by the executive officers and directors from time to time. The purpose of the policy is to more directly align the interests of our executive officers and directors with our stockholders. See “Stock Ownership Requirements” under the Compensation Discussion & Analysis section for a description of the stock ownership requirements applicable to our executive officers.
Equity Compensation Plan Information
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 29, 2019:
| Equity Compensation Plan Information | |||||||
|---|---|---|---|---|---|---|---|
| Plan Category | Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | ||||
| (a) | (b) | (c) | |||||
| Equity compensation plans approved by security holders | 21,941,509 | (1) | 60,284,856 | (2) | |||
| Equity compensation plans not approved by security holders | — | (2) | — | — | |||
| Total | — | — | 60,284,856 | (2) |
(1) 21,941,509 shares issuable upon settlement of RSUs and PRUs (at 100% of target) under the 2013 Plan.
(2) Represents 41,480 shares remaining available for future issuance under Symantec’s 2000 Director Equity Incentive Plan, 35,773,529 shares remaining available for future issuance under Symantec’s 2008 Employee Stock Purchase Plan including shares subject to purchase during the purchase periods, which commenced on February 16, 2019 (the exact number of which will not be known until the purchase date on August 15, 2019), and 24,469,847 shares issuable for future grant under our 2013 Plan as of March 29, 2019. Excludes 4,516,146 shares issuable upon settlement of RSUs and PRUs (at target) that were assumed in connection with various acquisitions. Note, this does not include shares granted after March 29, 2019.
(3) Excludes outstanding options to acquire 12,083,917 shares as of March 29, 2019 that were assumed as part of various acquisitions. The weighted average exercise price of these outstanding options was $7.94 as of March 29, 2019. 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.
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