Attached files
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EX-3.01 - EX-3.01 - NortonLifeLock Inc. | f59058exv3w01.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): April 26, 2011
Symantec Corporation
(Exact Name of Registrant as Specified in Charter)
Delaware | 000-17781 | 77-0181864 | ||
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
350 Ellis Street, Mountain View, CA | 94043 | |
(Address of Principal Executive Offices) | (Zip Code) |
Registrants Telephone Number, Including Area Code (650) 527-8000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
(a) Amendment to Bylaws.
On April 26, 2011, the Board of Directors (the Board) of Symantec Corporation (the Company)
amended and restated the Companys Bylaws, effective immediately, to change the timeframe a
stockholder has to provide notice to the Company of any nominations of persons for election to the
Board or other business to be properly brought before an annual meeting, to include a forum
selection provision, and to make certain related changes and certain clarifications. The principal
amendments included in the Amended and Restated Bylaws are described below:
Section 1.12 was amended to change the timeframe for timely notice of stockholder proposals to be
considered at an annual meeting of stockholders from between 60 days and 90 days prior to the first
anniversary of the preceding years annual meeting of stockholders to between 90 days and 120 days
prior to the first anniversary of the preceding years annual meeting of stockholders
Section 9.7 was added to provide that, subject to certain exceptions, the Court of Chancery of the
State of Delaware shall be the sole and exclusive forum for derivative actions brought on behalf of
the Company and certain other specified actions.
The foregoing description of the amendments to the Companys Bylaws is qualified in its entirety by
reference to the Bylaws, as amended, a copy of which is filed as Exhibit 3.01 to this Current
Report on Form 8-K and incorporated by reference herein.
Item 8.01. Other Events.
Announcement of the Date of the Annual Meeting of Stockholders
The Company has scheduled its next Annual Meeting of Stockholders (the Annual Meeting) for
October 25, 2011 to coincide with the Companys October 2011 meeting of the Board of Directors in
order to facilitate the attendance of the Board members at the Annual Meeting. Because the
expected date of the Annual Meeting represents a change of more than 30 days from the anniversary
of the Companys 2010 Annual Meeting of Stockholders, pursuant to Rule 14a-5(f) under the
Securities Exchange Act of 1934, as amended (the Exchange Act), stockholders are advised of the
following deadlines. In order for a stockholder proposal to be considered for inclusion in the
Companys proxy statement for the Annual Meeting pursuant to Rule 14a-8 under the Exchange Act, the
proposal must be received by the Company at its principal executive offices no later than May 17,
2011. In addition, in order for a stockholder proposal made outside of Rule 14a-8 under the
Exchange Act to be considered timely within the meaning of Rule 14a-4(c)(1) of the Exchange Act,
such proposals must be received by the Company at its principal executive offices between June 27,
2011 and July 27, 2011. All proposals should be directed to the attention of the Corporate
Secretary at the Companys principal executive office at 350 Ellis Street, Mountain View,
California 94043.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
Exhibit Number | Exhibit Title or Description | |
3.01
|
Symantec Corporation Bylaws, as amended April 26, 2011. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Symantec Corporation |
||||
Date: May 2, 2011 | By: | /s/ Scott C. Taylor | ||
Scott C. Taylor | ||||
Executive Vice President, General Counsel and Secretary |
Exhibit Index
Exhibit Number | Exhibit Title or Description | |||||
3.01
|
Symantec Corporation Bylaws, as amended April 26, 2011. |