Symantec Corporation: How I Voted – Proxy Score 50

Symantec Corporation (SYMC) provides security, backup and availability solutions and is one of the stocks in my portfolio. Their annual meeting is on November 3, 2015. ProxyDemocracy.org had collected the votes of three funds when I checked and voted. I voted with the Board’s recommendations 50% of the time. View Proxy Statement. 

Read Warnings below. What follows are my recommendations on how to vote the Procter & Gamble proxy in order to enhance corporate governance and long-term value.  

Symantec Corporation: ISS Rating

From Yahoo! Finance: Symantec Corporation’s ISS Governance QuickScore as of Oct 1, 2015 is 5. The pillar scores are Audit: 2; Board: 5; Shareholder Rights: 1; Compensation: 9. Brought to you by Institutional Shareholder Services (ISS). Scores range from “1” (low governance risk) to “10” (higher governance risk). Each of the pillar scores for Audit, Board, Shareholder Rights and Compensation, are based on specific company disclosures. That gives us a quick idea of where to focus: Compensation and Board.

Symantec Corporation: Compensation

Symantec Corporation’s Summary Compensation Table shows the highest paid named executive officer (NEO) was CEO Michael A. Brown at about $16.3M. I’m using Yahoo! Finance to determine market cap ($13.88B) and Wikipedia’s rule of thumb regarding classification. Symantec Corporation is a large-cap company. According to Equilar (page 6), the median CEO compensation at large-cap corporations was $10.1 million in 2013, so Symantec Corporation’s pay is well above that. Symantec Corporation’s shares underperformed the S&P 500 over the most recent one, two, five and ten periods.

The MSCI GMIAnalyst report I reviewed gave Symantec Corporation an overall grade of ‘F.’ According to the report:

• Unvested equity awards partially or fully accelerate upon the CEO’s termination. Accelerated equity vesting allows executives to realize pay opportunities without necessarily having earned them through strong performance.
• The company pays long-term incentives to executives without requiring the company to perform above the median of its peer group.

Because of the pay being substantially higher than median, performance far below average and the concerns expressed by GMIAnalyst, I voted against the pay package. As is my practice, I also voted against members of the compensation committee because they recommended the pay package to the board: Geraldine B. Laybourne, Robert S. Miller (Chair), David L. Mahoney, Daniel H. Schulman. 

Symantec Corporation: Accounting

There is no reason to believe the auditor has rendered an inaccurate opinion or is engaged in poor accounting practices. I voted for the auditor.

Symantec Corporation: Board Proposals

As indicated above, I voted against the pay plan and several directors. I am also concerned that more than half the board has served for 10 or more years and none appear to be minorities.

Symantec Corporation: Shareholder Proposals

Although the Symantec Corporation does not include the name of the proponent, I believe the proponent is Jing Zhao. It recommends that Symantec Corporation establish an International Policy Committee with outside independent experts to oversee the Company’s policies and practice regarding environment, human rights, social responsibility, regulations, and other international issues that may affect the Company’s operations, performance, reputation, and shareholders’ value. Microsoft established a similar policy committee in 2012. Symantec faces similar international challenges. I voted For.

Symantec Corporation: CorpGov Recommendations Below – Votes Against Board Position in Bold

Symantec Corporation: Issues for Future Proposals

 Looking at SharkRepellent.net for provisions unfriendly to shareowners:

• No proxy access rights for placing nominees on corporate proxy.

Symantec Corporation: Mark your Calendar

Requirements for Stockholder Proposals to be Brought Before an Annual Meeting.    Symantec’s Bylaws provide that, for stockholder nominations to the Board or other proposals to be considered at an annual meeting, the stockholder must give timely notice thereof in writing to the Corporate Secretary at Symantec Corporation, 350 Ellis Street, Mountain View, California 94043, Attn: Corporate Secretary.

To be timely for the 2016 Annual Meeting of Stockholders, a stockholder’s notice must be delivered to or mailed and received by our Corporate Secretary at our principal executive offices between July 6, 2016 and August 5, 2016. A stockholder’s notice to the Corporate Secretary must set forth as to each matter the stockholder proposes to bring before the annual meeting the information required by Symantec’s Bylaws. 

Warnings

Be sure to vote each item on the proxy. Any items left blank are voted in favor of management’s recommendations. (See Broken Windows & Proxy Vote Rigging – Both Invite More Serious Crime).I generally vote against pay packages where NEOs were paid above median in the previous year but make exceptions if warranted. According to Bebchuk, Lucian A. and Grinstein, Yaniv (The Growth of Executive Pay), aggregate compensation by public companies to NEOs increased from 5 percent of earnings in 1993-1995 to about 10 percent in 2001-2003.

Few firms admit to having average executives. They generally set compensation at above average for their “peer group,” which is often chosen aspirationally. While the “Lake Woebegone effect” may be nice in fictional towns, “where all the children are above average,” it doesn’t work well for society to have all CEOs considered above average, with their collective pay spiraling out of control. We need to slow the pace of money going to the 1% if our economy is not to become third world. The rationale for peer group benchmarking is a mythological market for CEOs.