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UNITED STATES

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

 

Date of Report (Date of Earliest Event Reported): September 8, 2020

 

NortonLifeLock Inc.

(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.)

 

60 E. Rio Salado Parkway, Suite 1000, Tempe, AZ   85281
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, Including Area Code (650) 527-8000

 

 

(Former name or former address, if
changed since last report.)

 

 

 

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):

 

¨  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading
Symbol
  Name of each exchange
on which registered
Common Stock, par value $0.01 per share   NLOK   The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On September 8, 2020, NortonLifeLock Inc. (the “Company”) announced that Matthew Brown, its Vice President and Chief Accounting Officer, will step down from his position effective November 6, 2020.   Mr. Brown’s decision to leave the Company was not due to any disagreement relating to the Company’s management, policies, or practices. Upon Mr. Brown’s departure, Natalie Derse, the Company’s Chief Financial Officer, will assume the responsibility of Principal Accounting Officer.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The 2020 Annual Meeting of Stockholders of the Company was held on September 8, 2020. Set forth below are the matters the stockholders voted on and the final voting results.

 

Proposal 1: Election of Directors:

 

Nominee  Votes For  Votes Against  Abstentions  Broker Non-
Votes
Sue Barsamian  466,136,239  6,883,669  319,734  42,951,498
Eric K. Brandt  444,163,347  28,687,746  488,549  42,951,498
Frank E. Dangeard  458,243,459  14,762,261  333,922  42,951,498
Nora M. Denzel  467,934,522  5,088,863  316,257  42,951,498
Peter A. Feld  457,572,344  15,398,085  369,213  42,951,498
Kenneth Y. Hao  452,888,143  20,086,754  364,745  42,951,498
David W. Humphrey  452,883,051  20,117,045  339,546  42,951,498
Vincent Pilette  461,334,361  11,648,530  356,751  42,951,498

 

Each of the eight nominees was elected to the Company’s Board of Directors, each to hold office until the next annual meeting of stockholders and until his or her successor has been duly elected or until his or her earlier resignation or removal.

 

Proposal 2: Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the 2021 fiscal year:

 

Votes For  Votes Against  Abstentions  Broker Non-Votes
508,612,418  7,382,695  296,027  0

 

The appointment was ratified.

 

Proposal 3: Advisory vote to approve the Company’s executive compensation:

 

Votes For  Votes Against  Abstentions  Broker Non-Votes
414,011,407  58,168,265  1,159,970  42,951,498

 

The proposal was approved.

 

Proposal 4: Stockholder proposal regarding political spending disclosure:

 

Votes For  Votes Against  Abstentions  Broker Non-Votes
41,010,175  429,773,064  2,556,403  42,951,498

 

The proposal was not approved.

 

 

 

 

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.

 

  NortonLifeLock Inc.
     
Date: September 8, 2020 By: /s/ Bryan S. Ko
    Bryan S. Ko
Chief Legal Officer and Corporate Secretary