Gen Digital (GEN) DEF 14ADefinitive proxy

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.           )

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60 E. Rio Salado Parkway, Suite 1000
Tempe, Arizona 85281

NOTICE OF 2020 ANNUAL MEETING OF STOCKHOLDERS
to be held on:
September 8, 2020
9:00 a.m. Pacific Time

Dear Stockholder:

         You are cordially invited to attend our 2020 Annual Meeting of Stockholders (the "Annual Meeting"), which will be held at 9:00 a.m. (Pacific Time) on Tuesday, September 8, 2020. This year's meeting will again be completely virtual and conducted via live webcast. You will be able to attend the Annual Meeting online and submit your questions prior to or during the meeting by visiting www.virtualshareholdermeeting.com/NLOK2020. You will also be able to vote your shares electronically at the Annual Meeting. We are excited to embrace the latest technology to provide expanded access, improved communication and cost savings for our stockholders and stockholders will have the same rights and opportunities to participate as they would have at an in-person meeting. Hosting a virtual meeting enables increased stockholder attendance and participation since stockholders can participate from any location around the world. In addition, the online format will allow us to communicate more effectively with you via a pre-meeting forum that you can enter by visiting www.virtualshareholdermeeting.com/NLOK2020 and submit questions in advance of the Annual Meeting.

         For your convenience, we are also pleased to offer a re-playable webcast of the Annual Meeting at investor.nortonlifelock.com.

         We are holding the Annual Meeting for the following purposes, which are more fully described in the proxy statement:

1.

To elect the eight nominees named in the proxy statement to NortonLifeLock's Board of Directors;



2.

To ratify the appointment of KPMG LLP as NortonLifeLock's independent registered public accounting firm for the 2021 fiscal year;



3.

To hold an advisory vote to approve executive compensation;



4.

To consider and vote upon a stockholder proposal, if properly presented at the meeting; and



5.

To transact such other business as may properly come before the meeting or any adjournment or postponement thereof.

         We are furnishing proxy materials to our stockholders primarily via the internet to expedite stockholders' receipt of proxy materials, lower the cost of the Annual Meeting and help conserve natural resources. On or about July 22, 2020, we expect to send to our stockholders (other than those who previously requested electronic or paper delivery) a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials, including our proxy statement and our annual report, and how to vote through the internet or by telephone.

         Only stockholders of record as of the close of business on July 13, 2020 are entitled to notice of, and vote at, the Annual Meeting or any postponement or adjournment thereof. A list of stockholders entitled to vote will be available for inspection at our offices for ten days prior to the Annual Meeting. If you would like to view this stockholder list, please contact Investor Relations at (650) 527-8000.

         Your vote is very important. Whether or not you plan to virtually attend the Annual Meeting, please vote at your earliest convenience by following the instructions in the Notice of Internet Availability of Proxy Materials or in the proxy card you received in the mail. You may revoke your proxy at any time before it is voted. Please refer to the "2020 Annual Meeting of Stockholders Meeting Information" section of the proxy statement for additional information.

		BY ORDER OF THE BOARD OF DIRECTORS
		BRYAN KO Chief Legal Officer, Secretary and Head of Corporate Affairs

Tempe, Arizona
July 22, 2020

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PROXY SUMMARY

        This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

2020 ANNUAL MEETING OF STOCKHOLDERS INFORMATION

Date and Time:		Tuesday, September 8, 2020 at 9:00 a.m. Pacific Time
Location:		Meeting live via the internet by visiting www.virtualshareholdermeeting.com/NLOK2020
Record Date:		July 13, 2020
Admission:		To participate in the Annual Meeting, visit www.virtualshareholdermeeting.com/NLOK2020. You will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card or on the instructions that accompanied your proxy materials.

VOTING MATTERS

Proposals		Board Recommendation		Page Number for Additional Information
1.    Election of Directors		FOR			18
2.    Ratification of Independent Registered Public Accounting Firm		FOR			30
3.    Advisory Vote to Approve Executive Compensation		FOR			31
4.    Stockholder Proposal regarding Political Spending Disclosure		AGAINST			32

OUR DIRECTOR NOMINEES

																	Other Current Public Boards
					Director Since						Committee Memberships*
Name		Age					Principal Occupation		Independent		AC		CC		NGC
Sue Barsamian			61		2019		Director		Yes									1
Eric K. Brandt			58		2020		Director		Yes		**							3
Frank E. Dangeard			62		2007		Managing Partner, Harcourt		Yes									2
Nora M. Denzel			57		2019		Director		Yes									3
Peter A. Feld			41		2018		Managing Member and Head of Research, Starboard Value LP		Yes									2
Kenneth Y. Hao			51		2016		Chairman and Managing Partner, Silver Lake Partners		Yes									2
David W. Humphrey			43		2016		Managing Director, Bain Capital		Yes									0
Vincent Pilette			48		2019		Chief Executive Officer		No									0

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AC = Audit Committee         CC = Compensation and Leadership Development Committee         NGC = Nominating and Governance Committee

	​	=	​	Member	​		​	=	​	Chair

* Reflects our Board and committee composition following the Annual Meeting.

** At the conclusion of our 2020 Annual Meeting, Mr. Brandt will become the chair of the Audit Committee, succeeding Mr. Unruh.

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

SOUND COMPENSATION POLICIES AND PRACTICES

		What We Do:				What We Do Not Do:
		The majority of pay for our CEO and other NEOs is at risk, except for our interim CFO who did not receive any equity in connection with his interim CFO role.				We do not pay performance-based cash or equity awards for unsatisfied performance goals.
		Our short-term incentive compensation is linked directly to our financial results and is modified by individual performance.				Our compensation plans do not have minimum guaranteed payout levels.
		We reward performance that meets our predetermined goals.				We do not provide for automatic salary increases or equity awards grants in offer letters or employment agreements.
		We cap payouts under our incentive plans to discourage excessive or inappropriate risk taking by our NEOs.				With very limited exceptions, we do not permit short-sales, hedging or pledging of our stock.
		We have a relevant peer group and reevaluate the peer group annually.				We do not provide "golden parachute" excise tax gross-ups.
		We have robust stock ownership guidelines for our executive officers and directors.				We do not provide excessive severance payments.
		We have adopted a comprehensive "clawback" policy, applicable to all performance-based compensation granted to our executive officers.				We do not provide executive pension plans or SERPs.
		We only provide for "double-trigger" change in control payments and benefits.				We do not provide excessive perquisites.
		We limit any potential cash severance payments to not more than 1x our executive officers' target total cash compensation and 2x our CEO's total base salary.				We do not permit the repricing or cash-out of stock options or stock appreciation rights without stockholder approval.
		Our Compensation Committee retains an independent compensation consultant.				We do not permit the payment of dividend or dividend equivalents on unvested equity awards.
		We hold an annual advisory vote on named executive officer compensation.
		We seek feedback on executive compensation through stockholder engagement.
		We require one-year minimum vesting on all stock award grants to employees, with very limited exceptions.

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CORPORATE GOVERNANCE

        NortonLifeLock is strongly committed to good corporate governance practices. These practices provide an important framework within which our Board of Directors (the "Board") and management can pursue our strategic objectives for the benefit of our stockholders.

Corporate Governance Guidelines

        Our Corporate Governance Guidelines generally specify the rights and responsibilities of NortonLifeLock's Board, management and stockholders, and detail the rules and procedures for making decisions on corporate affairs. In general, the stockholders elect the Board and vote on certain extraordinary matters; the Board is responsible for the general governance of our Company, including selection and oversight of key management; and management is responsible for running our day-to-day operations.

        Our Corporate Governance Guidelines are available on the Investor Relations section of our website, which is located at investor.nortonlifelock.com, by clicking on "Company Charters" under "Corporate Governance." The Corporate Governance Guidelines are reviewed at least annually by our Nominating and Governance Committee, and changes are recommended to our Board for approval as appropriate. Our Board represents the interests of the stockholders in perpetuating a successful business and optimizing sustainable long-term stockholder value. The Board is responsible for ensuring that the Company is managed in a manner that is designed to serve those interests.

Code of Conduct and Code of Ethics

        We have adopted a code of conduct that applies to all of our Board members, officers and employees. We have also adopted a code of ethics for our Chief Executive Officer and senior financial officers, including our principal financial officer and principal accounting officer. Our Code of Conduct and Financial Code of Ethics are posted on the Investor Relations section of our website located at investor.nortonlifelock.com, by clicking on "Company Charters" under "Corporate Governance." Any amendments or waivers of our Code of Conduct and Financial Code of Ethics pertaining to a member of our Board or one of our executive officers will be disclosed on our website at the above-referenced address.

Insider Trading, Hedging and Pledging Policies

        With limited exceptions for pre-existing arrangements, our Insider Trading Policy prohibits all directors and employees, including executive officers, from short-selling NortonLifeLock stock or engaging in transactions involving NortonLifeLock-based derivative securities, including, but not limited to, trading in NortonLifeLock-based option contracts or engaging in other hedging transactions (for example, buying and/or writing puts and calls, equity swaps, collars, exchange funds, transacting in straddles and the like). (However, holding and exercising options or other derivative securities granted under the Company's stock option or equity incentive plans is not prohibited by this policy.) It also prohibits pledging NortonLifeLock stock as collateral for a loan or holding company securities in a margin account. Waivers may be granted with respect to arrangements that were in existence before becoming a director or employee. Since our settlement with Starboard Value LP in September 2018, we have agreed to waive these requirements with respect to certain forward contracts held by Starboard on a limited basis.

        In addition, our Insider Trading Policy prohibits our directors, officers, employees and contractors from purchasing or selling NortonLifeLock securities while in possession of material, non-public information. It also requires that our Chief Executive Officer, our President and our Chief Financial Officer conduct any open market sales of our securities only through the use of stock trading plans adopted pursuant to Rule 10b5-1 of the Exchange Act. Rule 10b5-1 allows insiders to sell and diversify their holdings in our stock over a designated period by adopting pre-arranged stock trading plans at a time when they are not aware of material nonpublic information about us, and thereafter sell shares of our common stock in accordance with the terms of their stock trading plans without regard to whether or not they are in possession of material nonpublic information about the Company at the time of the sale. All other executives and our non-employee directors are strongly encouraged to trade using Exchange Act Rule 10b5-1 plans.

Stock Ownership Guidelines

        Our Board adopted stock ownership guidelines to better align our directors' and officers' interests with those of our stockholders. Details of our directors' stock ownership guidelines are disclosed under "Summary of Director Qualifications and Experience" on page 27, and details of our executive officers' stock ownership guidelines are disclosed under "Stock Ownership Requirements" in the "Compensation Discussion & Analysis" section on page 38. The Compensation Committee determines the stock ownership guidelines and the Nominating and Governance Committee monitors compliance under such guidelines.

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Stockholder Engagement

        We are committed to ongoing engagement with our stockholders to gain valuable insight into the issues that matter most to them and to enable our Company to address them effectively. During fiscal 2020 we engaged in discussions with stockholders representing a majority of our outstanding shares to discuss among other things, our strategy, and focus on delivering financial results that create significant stockholder value, as well as corporate governance and executive compensation. A significant portion of these discussions involved clarifying the Company's unique circumstances in light of the transaction with Broadcom and the interim executives brought on to lead both strategic and operational execution during this time of change. The insights and feedback obtained from these discussions were shared with the full Board for its review and consideration.

Majority Vote Standard and Director Resignation Policy

        Our Bylaws and Corporate Governance Guidelines provide for a majority voting standard for the election of directors. Under the majority vote standard, each nominee must be elected by a majority of the votes cast with respect to such nominee at any meeting for the election of directors at which a quorum is present. A "majority of the votes cast" means the votes cast "for" a nominee's election must exceed the votes cast "against" that nominee's election. A plurality voting standard will apply instead of the majority voting standard if: (i) a stockholder has provided us with notice of a nominee for director in accordance with our Bylaws; and (ii) that nomination has not been withdrawn as of 10 days before we first deliver proxy materials to stockholders.

        To effectuate this policy with regard to incumbent directors, the Board will not nominate an incumbent director for re-election unless prior to such nomination the director has agreed to promptly tender a resignation if such director fails to receive a sufficient number of votes for re-election at the stockholder meeting with respect to which such nomination is made. Such resignation will be effective upon the earlier of (i) the Board's acceptance of such resignation or (ii) the 90th day after certification of the election results of the meeting; provided, however, that prior to the effectiveness of such resignation, the Board may reject such resignation and permit the director to withdraw such resignation.

        If an incumbent director fails to receive the required vote for re-election, the Nominating and Governance Committee shall act on an expedited basis to determine whether to recommend acceptance or rejection of the director's resignation and will submit such recommendation for prompt consideration by the Board. The Board intends to act promptly on the Committee's recommendation and will decide to accept or reject such resignation and publicly disclose its decision within 90 days from the date of certification of the election results. The Nominating and Governance Committee and the Board may consider such factors they deem relevant in deciding whether to accept or reject a resignation tendered in accordance with this policy. The Board expects a director whose resignation is under consideration to abstain from participating in any decision regarding the resignation.

Proxy Access

        Our Bylaws contain "proxy access" provisions which permit a stockholder, or a group of up to 50 stockholders, owning continuously for at least three years a number of shares of our common stock that constitutes at least 3% of our outstanding shares of common stock, to nominate and include in our proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the stockholder(s) and the nominee(s) satisfy the requirements specified in the Bylaws. Our Bylaws specifically allow funds under common management to be treated as a single stockholder, and permit share lending with a five-day recall. They do not contain any post-meeting holding requirements, do not have any limits on resubmission of failed nominees, and do not contain restrictions on third-party compensation.

Board Leadership Structure

        Our Board does not have a policy on whether the roles of Chief Executive Officer and Chairman should be separate. Instead, it retains the flexibility to determine on a case-by-case basis whether the Chief Executive Officer, or an independent director, should serve as Chairman. During those periods in which the positions of Chairman and Chief Executive Officer are combined, the independent directors appoint an independent director as a Lead Independent Director. Currently, the roles of Chief Executive Officer and Chairman are separate. Frank Dangeard, one of our independent directors, currently serves as Chairman of the Board.

        The Board believes that separating the roles of Chief Executive Officer and Chairman is the appropriate leadership structure for our Company at this time because it results in an effective balancing of responsibilities, experience and perspectives that meets the current corporate governance needs and oversight responsibilities of the Board. The Board also believes that this structure allows our Chief Executive Officer to focus on executing our Company's strategic plan and

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managing our Company's operations and performance, while allowing the Chairman of the Board to focus on the effectiveness of the Board and independent oversight of our senior management team.

        The duties of the Chairman of the Board and Chief Executive Officer are set forth in the table below:

Board Independence

        It is the policy of the Board and The Nasdaq Stock Market LLC's ("Nasdaq") rules require that listed companies have a board of directors with at least a majority of independent directors, as defined under Nasdaq's Marketplace Rules. Currently, each member of our Board, other than any person serving on our Board who also serves as our CEO, is an independent director, and all standing committees of the Board are composed entirely of independent directors. The Nasdaq independence definition includes a series of objective tests, such as that the director is not an employee of the company and has not engaged in various types of business dealings with the company. In addition, the Board has made a subjective determination as to each independent director that no relationship exists which, in the opinion of the Board, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In making these determinations, the directors reviewed and discussed information provided by the directors and our Company with regard to each director's business and other activities as they may relate to NortonLifeLock and our management. Based on this review and consistent with our independence criteria, the Board has affirmatively determined that the following current and former directors and director nominees are independent: Sue Barsamian, Eric K. Brandt, Frank E. Dangeard, Nora M. Denzel, Peter A. Feld, Kenneth Y. Hao, David W. Humphrey, V. Paul Unruh, Dale L. Fuller, Richard S. Hill (except during the period that he served as interim CEO), David L. Mahoney, Anita M. Sands and Daniel H. Schulman.

Change in Director Occupation

        Our Corporate Governance Guidelines include a policy that our Board should consider whether a change in any director's professional responsibilities directly or indirectly impacts that person's ability to fulfill his or her directorship obligations. To facilitate the Board's consideration, all directors shall submit a resignation as a matter of course upon retirement, a change in employer, or other significant change in their professional roles and responsibilities. Such resignation may be accepted or rejected in the discretion of the Board.

Board and Committee Effectiveness

        It is important to NortonLifeLock that our Board and its committees are performing effectively and in the best interests of our Company and its stockholders. The Nominating and Governance Committee reviews the size, composition and needs of the Board with established criteria to ensure the Board has the appropriate skills and expertise to effectively carry out its duties and responsibilities. In addition, an evaluation of the Board's and its committees' operations and performance is conducted annually by the Nominating and Governance Committee. Changes are recommended by the Nominating and Governance Committee for approval by the full Board as appropriate.

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Board's Role in Risk Oversight

        The Board executes its risk management responsibility directly and through its committees.

        The Board is kept abreast of its committees' risk oversight and other activities via reports of the committee chairs to the full Board during the Board meetings. In addition, the Board participates in regular discussions with our senior management on many core subjects, including strategy, operations and finance, in which risk oversight is an inherent element. The Board believes that its leadership structure, as described above under "Board Leadership Structure," facilitates the Board's oversight of risk management because it allows the Board, with leadership from the independent, non-executive Chairman and each independent committee chair, to participate actively in the oversight of management's actions.

        Additionally, in connection with the recent COVID-19 pandemic, the Board, together with the Audit Committee, the Compensation Committee, and management, has overseen our efforts to mitigate financial and human capital management risk exposures associated with the pandemic.

Board's Role in Oversight of Company Strategy

        One of the Board's most important responsibilities is collaborating with management to establish the Company's long-term strategy and then overseeing and providing guidance to management in the execution of the articulated strategy. Various elements of our strategy are discussed in depth at every quarterly Board meeting, with management providing the Board with an update on performance with an update on execution against short and longer-term elements of strategy. The Board also meets annually for a multi-day session where long-term strategy is the primary topic. While the full Board, with leadership of the Chairman, has responsibility for overseeing overall Company strategy, each of our key Committees provides input to the full Board on strategic and execution-oriented issues related to their respective areas of focus. The Board receives regular updates from the management team (including those below the executive level) regarding the Company's strategy and performance to inform its perspective on progress and ensure that it is able to effectively perform its oversight responsibilities.

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Board's Role in Oversight of Human Capital Management

        The Board has long recognized that our employees are one of our most important assets and is engaged with management on ensuring that our Company is an employer of choice for the most talented employees in our industry. While the full Board discusses human capital management with regards to its role in overseeing our overall long-term strategy, our Compensation Committee has responsibility for overseeing human capital management. The Compensation Committee, together with our Nominating and Governance Committee, are tasked with overseeing specific initiatives on a regular basis.

        Our Compensation Committee is responsible for, among other tasks:

•

Monitoring employee turnover on a quarterly basis; and



•

Overseeing compensation philosophies and incentive plans across our workforce.

        Our Nominating and Governance Committee has regular touchpoints with management on the following topics:

•

Employee engagement and work-life integration initiatives;



•

Monitoring our workforce planning, including required capabilities and skills development;



•

Understanding our workforce demographics and diversity, equity and inclusion strategies; and



•

Monitoring our corporate culture.

Outside Advisors

        The Board and its committees are free to engage independent outside financial, legal and other advisors as they deem necessary to provide advice and counsel on various topics or issues, at NortonLifeLock's expense, and are provided full access to our officers and employees.

Board Structure and Meetings

        The Board and its committees meet throughout the year on a set schedule, and also hold special meetings and act by written consent from time to time. Agendas and topics for board and committee meetings are developed through discussions between management and members of the Board and its committees. Information and data that are important to the issues to be considered are distributed in advance of each meeting. Board meetings and background materials focus on key strategic, operational, financial, governance and compliance matters applicable to us, including the following:

•

Reviewing annual and longer-term strategic and business plans;



•

Reviewing key product, industry and competitive issues;



•

Reviewing and determining the independence of our directors;



•

Reviewing and determining the qualifications of directors to serve as members of committees, including the financial expertise of members of the Audit Committee;



•

Selecting and approving director nominees;



•

Selecting, evaluating and compensating the Chief Executive Officer;



•

Reviewing and discussing succession planning for the senior management team, and for lower management levels to the extent appropriate;



•

Reviewing and approving material investments or divestitures, strategic transactions and other significant transactions that are not in the ordinary course of business;



•

Evaluating the performance of the Board;



•

Overseeing our compliance with legal requirements and ethical standards; and



•

Overseeing our financial results.

Executive Sessions

        After each regularly scheduled Board meeting, the independent members of our Board hold a separate closed meeting, referred to as an "executive session." These executive sessions are used to discuss such topics as the independent directors deem necessary or appropriate. At least annually, the independent directors hold an executive session to evaluate

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the Chief Executive Officer's performance and compensation. Executive sessions of the Board are led by the independent, non-executive Chairman.

Succession Planning

        Our Board recognizes the importance of effective executive leadership to NortonLifeLock's success, and meets to discuss executive succession planning at least annually. Our Board develops and reviews emergency and long-term succession plans and evaluates succession candidates for the CEO and other senior leadership positions under both. The Board also oversees management's senior executive talent development plans, including ensuring that our succession candidates have regular interactions with the Board.

Attendance of Board Members at Annual Meetings

        We encourage our directors to attend our annual meetings of stockholders. All eight directors who were elected to the Board at our 2019 Annual Meeting attended that meeting.

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THE BOARD AND ITS COMMITTEES

        There are three primary committees of the Board: the Audit Committee, the Compensation and Leadership Development Committee and the Nominating and Governance Committee. The Board has delegated various responsibilities and authorities to these different committees, as described below and in the committee charters. The Board committees regularly report on their activities and actions to the full Board. Each member of the Audit Committee, Compensation Committee and Nominating and Governance Committee was appointed by the Board. Each of the Board committees has a written charter approved by the Board and available on our website at investor.nortonlifelock.com, by clicking on "Company Charters," under "Corporate Governance."

        The following table shows the proposed composition of the Board of Directors and its committees, and other information, following the Annual Meeting. Current committee composition is provided in the text below the table.

											Committee Memberships*						Other Current Public Boards
					Director Since
Name		Age					Principal Occupation		Independent		AC		CC		NGC
Sue Barsamian			61		2019		Director		Yes									1
Eric K. Brandt			58		2020		Director		Yes		**							3
Frank E. Dangeard			62		2007		Managing Partner, Harcourt		Yes									2
Nora M. Denzel			57		2019		Director		Yes									3
Peter A. Feld			41		2018		Managing Member and Head of Research, Starboard Value LP		Yes									2
Kenneth Y. Hao			51		2016		Chairman and Managing Partner, Silver Lake Partners		Yes									2
David W. Humphrey			43		2016		Managing Director, Bain Capital		Yes									0
Vincent Pilette			48		2019		Chief Executive Officer		No									0

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        During fiscal 2020, our Board of Directors held 41 meetings, the Audit Committee held 12 meetings, the Compensation Committee held 11 meetings and the Nominating and Governance Committee held 5 meetings. During this time, no current directors attended fewer than 75% of the aggregate of the total number of meetings held by the Board and the total number of meetings held by all committees of the Board on which such director served (during the period which such director served).

Audit Committee

        Our Audit Committee is currently comprised of Mr. Unruh, who is the chair of the Audit Committee, Messrs. Brandt and Dangeard, and Ms. Denzel. At the conclusion of our 2020 Annual Meeting, Mr. Brandt will become the chair of the Audit Committee, succeeding Mr. Unruh. Our Audit Committee oversees our Company's accounting and financial reporting processes and the audits of our financial statements, including oversight of our systems of internal control over financial reporting and disclosure controls and procedures, compliance with legal and regulatory requirements, internal audit function and the appointment, retention and compensation of our independent auditors. Its duties and responsibilities include, among other things:

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Reviewing and discussing with management our Company's quarterly and annual financial statements.

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Reviewing the adequacy and effectiveness of our Company's accounting and financial reporting processes.



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Appointing and, if necessary, terminating any registered public accounting firm engaged to render an audit report or to perform other audit, review or attest services for our Company.



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Reviewing and approving processes and procedures to ensure the continuing independence of our Company's independent auditors.



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Reviewing the internal audit function of our Company, including the independence and authority of its reporting obligations and the coordination of our Company's internal audit function with the independent auditors.



•

Reviewing our Company's practices with respect to risk assessment and risk management and meet with management and members of internal audit to discuss our Company's significant risk exposures and the steps management has taken to monitor, control and mitigate such exposures.



•

Reviewing our Company's ethics compliance program, including policies and procedures for monitoring compliance, and the implementation and effectiveness of our Company's ethics and compliance program.



•

Directing and supervising investigations into any matters within the scope of its duties, and authority and funding to retain such outside counsel, experts and other advisors as it determines to be necessary to carry out its responsibilities.

        Our Board has unanimously determined that all Audit Committee members are independent as defined by current Nasdaq listing standards for Audit Committee membership and financially literate under current Nasdaq listing standards, and at least one member has financial sophistication as required pursuant to the Nasdaq listing standards. In addition, our Board has unanimously determined that Mr. Brandt qualifies as an "audit committee financial expert" under the SEC rules and regulations. 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.

Compensation and Leadership Development Committee

        Our Compensation Committee is currently comprised of Mr. Feld, who is the chair of the Compensation Committee, and Mmes. Barsamian and Denzel. Our Compensation Committee oversees our compensation policies and practices so that they align with the interests of our stockholders; encourage a focus on our Company's long-term success and performance; and incorporate sound corporate governance principles. It also oversees our programs to attract, retain and develop our executive officers. Its duties and responsibilities include, among other things:

•

Reviewing executive and leadership development practices that support our Company's ability to retain and develop the executive and leadership talent required to deliver against our Company's short term and long-term business strategies, including succession planning for the executive officers.



•

Reviewing our Company's compensation policies, plans and programs to confirm they: (i) are designed to attract, motivate and retain talented executive officers; (ii) compensate the executive officers effectively in a manner consistent with the strategy of our Company and the interests of stockholders; (iii) are consistent with a competitive framework; and (iv) support the achievement of our Company's overall financial results and individual contributions.



•

Reviewing and recommending to the independent directors of our Board all compensation arrangements for our Chief Executive Officer.



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Determining stock ownership guidelines for our Board and executive officers.



•

Reviewing our Company's overall compensation and benefits programs.



•

Administering our equity incentive and stock purchase plans.



•

Reviewing and recommending to the Board compensation for non-employee members of the Board.



•

Reviewing and approving policies and procedures relating to perquisites of our executive officers.



•

Reviewing our Company's compensation policies and practices to confirm that such policies and practices are not likely to have a material adverse effect on our Company and do not encourage excessive or inappropriate risk taking by our executives.



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Reviewing and making recommendations regarding Company policies on recoupment of incentive-based compensation.

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Reviewing and making recommendations to the Board with respect to stockholder proposals and stockholder advisory votes related to executive compensation matters.

        Each member of the Compensation Committee is a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act").

Nominating and Governance Committee

        Our Nominating and Governance Committee is currently comprised of Ms. Barsamian, who is the chair of the Nominating and Governance Committee, and Messrs. Dangeard and Feld. Our Nominating and Governance Committee oversees our Company's corporate governance procedures and policies, and ensures that they represent best practices and are in the best interests of our Company and its stockholders, which includes establishing appropriate criteria for nominating qualified candidates to the Board. Its duties and responsibilities include, among other things:

•

Establishing the criteria and determining the desired qualifications, expertise and characteristics of the Board, with the goal of developing a diversity of perspectives, backgrounds, experiences, knowledge and skills on the Board.



•

Considering the size, composition and needs of the Board and evaluate and recommending qualified candidates for election to the Board consistent with the established criteria to ensure the Board has the appropriate skills and expertise.



•

Advising the Board on corporate governance matters and recommend to the Board appropriate or necessary actions to be taken by our Company, the Board and the Board's committees.



•

Identifying best corporate governance practices and develop and recommend to the Board a set of corporate governance guidelines applicable to our Company.



•

Reviewing and assessing the adequacy of our Company's corporate governance policies, including our Company's Corporate Governance Guidelines and Code of Conduct, and recommend modifications to the Board as appropriate.



•

Overseeing and reviewing our Company's policies and programs concerning: (i) corporate social responsibility; (ii) public policy; (iii) philanthropy; (iv) political activities and expenditures; (v) our Company's participation and visibility as a global corporate citizen; and (vi) our Company's sustainability performance, including impacts to our business of environmental, social and governance issues.



•

Monitoring compliance under the stock ownership guidelines as set by the Compensation Committee for the Board and executive officers.



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Implementing and overseeing the processes for evaluating the Board, its committees and the CEO on an annual basis.



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Overseeing the management of risks that may arise in connection with our Company's governance structures and processes.

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DIRECTOR NOMINATIONS AND COMMUNICATION WITH DIRECTORS

Criteria for Nomination to the Board

        The Nominating and Governance Committee will consider candidates submitted by NortonLifeLock stockholders, as well as candidates recommended by directors and management, for nomination to the Board. The Nominating and Governance Committee has generally identified nominees based upon recommendations by outside directors, management and executive recruiting firms. The goal of the Nominating and Governance Committee is to assemble a Board that offers a diverse portfolio of perspectives, backgrounds, experiences, knowledge and skills derived from high-quality business and professional experience. The Nominating and Governance Committee annually reviews the appropriate skills and characteristics required of directors in the context of the current composition of the Board, our operating requirements and the long-term interests of our stockholders.

        The key attributes, experience and skills we consider important for our directors in light of our current business and structure are:

•

Cyber Safety, Technology Expertise.  As a cyber safety and technology company, having experience in cyber safety (including identity threat protection) and related technologies or understanding new technologies and emerging industry trends 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 processes that we develop, and evolving customer requirements.



•

Leadership Experience.  Directors who have served in a senior leadership position, as a general manager of a business, or as the functional leader of a large-scale sales, marketing or product development organization, including global operating expertise, are important to us, because they bring experience and perspective in analyzing, shaping, and overseeing the execution of important strategic, operational and policy issues at a senior level.



•

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 directors, the relations of a board to the company's chief executive officer and other senior management personnel, the importance of public-company corporate governance, including oversight matters, strategic decisions and operational and compliance-related matters.



•

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 combining and/or partnering with other organizations and helping to evaluate operational integration plans.



•

Financial Expertise.  Knowledge of financial markets, financing operations, complex financial management and accounting and financial reporting processes is important because it assists our directors in understanding, advising, and overseeing NortonLifeLock's capital structure, financing and investing activities, financial reporting, and internal control of such activities.



•

Sales, Marketing and Brand Management.  Extensive career experience in consumer-focused sales management, marketing campaign management, marketing/advertising or public relations.



•

Diversity.  In addition to a diverse portfolio of professional background, experiences, knowledge and skills, the composition of the Board should reflect the benefits of diversity as to gender, race, ethnic, cultural and geographic backgrounds that reflect the composition of our global investors, customers, employees and partners.

        The information provided under Proposal No. 1, "Election of Directors — Nominees for Director" below includes the key attributes, experience and skills of each of our director nominees that led to the conclusion that each director nominee should serve as a member of the Board of Directors at this time.

Process for Identifying and Evaluating Nominees

        The Nominating and Governance Committee typically considers candidates by first evaluating the current members of the Board who intend to continue in service, balancing the value of continuity of service with that of obtaining new perspectives, skills and experience. If the Nominating and Governance Committee determines that an opening exists, it identifies the desired skills and experience of a new nominee, including the need to satisfy rules of the SEC and Nasdaq.

        The Nominating and Governance Committee generally will evaluate each candidate based on the extent to which the candidate contributes to the range of talent, skill and expertise appropriate for the Board generally, as well as the candidate's integrity, business acumen, diversity, availability, independence of thought, and overall ability to represent the interests of

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NortonLifeLock's stockholders. The Nominating and Governance Committee does not assign specific weights to particular criteria, and no particular criterion is necessarily applicable to all prospective nominees. Although the Nominating and Governance Committee uses these and other criteria as appropriate to evaluate potential nominees, it has no stated minimum criteria for nominees. In addition, we do not have a formal written policy with regard to the consideration of diversity in identifying candidates; however, as discussed above, diversity is one of the numerous criteria the Nominating and Governance Committee reviews before recommending a candidate. We have from time to time engaged, for a fee, a third- party independent search firm to identify and assist the Nominating and Governance Committee with identifying, evaluating and screening Board candidates for NortonLifeLock and may do so in the future.

Stockholder Proposals for Nominees

        The Nominating and Governance Committee will consider potential nominees properly submitted by stockholders. Stockholders seeking to do so should provide the information set forth in our corporate Bylaws regarding director nominations. The Nominating and Governance Committee will apply the same criteria for candidates proposed by stockholders as it does for candidates proposed by management or other directors.

        To be considered for nomination by the Nominating and Governance Committee at next year's annual meeting of stockholders, submissions by stockholders must be submitted by mail and must be received by the Corporate Secretary no later than March 24, 2021 to ensure adequate time for meaningful consideration by the Nominating and Governance Committee. Each submission must include the following information:

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the full name and address of the candidate;



•

the number of shares of NortonLifeLock common stock beneficially owned by the candidate;



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a certification that the candidate consents to being named in the proxy statement and intends to serve on the Board if elected; and



•

biographical information, including work experience during the past five years, other board positions, and educational background, such as is provided with respect to nominees in this proxy statement.

        Information regarding requirements that must be followed by a stockholder who wishes to make a stockholder nomination for election to the Board for next year's annual meeting is described in this proxy statement under "Additional Information — Stockholder Proposals for the 2021 Annual Meeting."

        Pursuant to the proxy access provisions of our Bylaws, an eligible stockholder or group of stockholders may nominate one or more director candidates to be included in our proxy materials. The nomination notice and other materials required by these provisions must be delivered or mailed to and received by our Corporate Secretary in writing between February 22, 2021 and March 24, 2021 (or, if the 2021 annual meeting is called for a date that is not within 30 calendar days of the anniversary of the date of the 2020 Annual Meeting, by the later of the close of business on the date that is 180 days prior to the date of the 2020 annual meeting or within 10 calendar days after our public announcement of the date of the 2021 annual meeting) to the Corporate Secretary at the address listed below. When submitting nominees for inclusion in our proxy materials pursuant to the proxy access provisions of our Bylaws, stockholders must follow the notice procedures and provide the information required therein.

Contacting the Board of Directors

        Any stockholder who wishes to contact members of our Board may do so by mailing written communications to:

NortonLifeLock Inc.
60 E. Rio Salado Parkway, Suite 1000
Tempe, Arizona 85281
Attn: Corporate Secretary

        The Corporate Secretary will review all such correspondence and provide regular summaries to the Board or to individual directors, as relevant, will retain copies of such correspondence for at least six months, and make copies of such correspondence available to the Board or individual directors upon request. Any correspondence relating to accounting, internal controls or auditing matters will be handled in accordance with our policy regarding accounting complaints and concerns.

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Corporate Responsibility

        At NortonLifeLock, we are dedicated to each other, our customers, our business and society, and work each day to create a safe and sustainable future. We bring together our people, passions and powerful technology to support social and environmental priorities and make the world a better, safer place. NortonLifeLock is committed to prioritizing corporate responsibility and appropriately positioning it within the company.

        We invite you to learn more about our corporate responsibility efforts and initiatives at www.nortonlifelock.com/us/en/corporate-responsibility.

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PROPOSAL NO. 1

ELECTION OF DIRECTORS

        At the recommendation of the Nominating and Governance Committee, the Board has nominated the following eight persons to serve as directors for the term beginning at the Annual Meeting on September 8, 2020: Sue Barsamian, Eric K. Brandt, Frank E. Dangeard, Nora M. Denzel, Peter A. Feld, Kenneth Y. Hao, David W. Humphrey and Vincent Pilette. Each director will be elected on an annual basis.

        Eric K. Brandt, a director who was appointed in February 2020, was recommended by the Nominating and Governance Committee after an extensive and careful search was conducted by the Committee and numerous candidates were considered. Mr. V. Paul Unruh, a member of our Board of Directors since 2005, is not standing for re-election at the Annual Meeting. The Board thanks Mr. Unruh for his leadership and years of service to NortonLifeLock.

        Unless proxy cards are otherwise marked, the persons named as proxies will vote all proxies FOR the election of each nominee named in this section. Proxies submitted to NortonLifeLock cannot be voted at the Annual Meeting for nominees other than those nominees named in this proxy statement. However, if any director nominee is unable or unwilling to serve at the time of the Annual Meeting, the persons named as proxies may vote for a substitute nominee designated by the Board. Alternatively, the Board may reduce the size of the Board. Each nominee has consented to serve as a director if elected, and the Board does not believe that any nominee will be unwilling or unable to serve if elected as a director. Each director will hold office until the next annual meeting of stockholders and until his or her successor has been duly elected and qualified or until his or her earlier resignation or removal.

Nominees for Director

        The names of each nominee for director, their ages as of July 1, 2020, and other information about each nominee is shown below.

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Summary of Director Qualifications and Experience

        Our Board is comprised of directors with complementary skills and qualifications needed to effectively oversee our business strategy. The Nominating and Governance Committee annually reviews the skills and characteristics required of members of the Board in the context of the composition of the Board and the stage of the business of the Company.

Director Compensation

        The policy of the Board is that compensation for independent directors should be a mix of cash and equity-based compensation. NortonLifeLock does not pay employee directors for Board service in addition to their regular employee compensation. Independent directors may not receive consulting, advisory or other compensatory fees from the Company. The Compensation Committee, which consists solely of independent directors, has the primary responsibility to review and consider any revisions to director compensation.

        Director Stock Ownership Guidelines: The Compensation Committee adopted the following stock ownership guidelines for our non-employee directors to better align our directors' interests with those of our stockholders:

•

Directors must maintain a minimum holding of Company stock with a fair market value equal to ten times (10x) such director's total annual cash retainer;



•

In the event the annual retainer (or any portion thereof) is paid to a non-employee director in equity instead of cash, the value of such annual retainer for purposes of calculating the minimum holding requirement means the grant date fair value of the annual equity award (or applicable portion thereof);



•

New directors will have three years to reach the minimum holding level; and



•

Notwithstanding the foregoing, directors may sell enough shares to cover their income tax liability on vested grants.

        NortonLifeLock stock ownership information for each of our directors is shown under the heading "Security Ownership of Certain Beneficial Owners and Management" on page 36 of this proxy statement. As of July 1, 2020, all our directors had either met their stock ownership requirement or had remaining time to do so.

        Annual Fees: In accordance with the recommendation of the Compensation Committee, the Board determined the non-employee directors' compensation for fiscal 2020 as follows. Also, in connection with the Broadcom transaction and the reduced Company size, the Board, upon recommendation of the Compensation Committee, approved certain reductions to these fees for fiscal 2021, as noted below.

•

$50,000 annual cash retainer;



•

$20,000 annual fee for Audit Committee membership (to be reduced to $15,000 for fiscal 2021); $15,000 for Compensation Committee membership (to be reduced to $10,000 for fiscal 2021); $15,000 for Nominating and Governance Committee membership (to be reduced to $5,000 for fiscal 2021);



•

$45,000 annual fee for Audit Committee Chair (to be reduced to $30,000 for fiscal 2021); $40,000 for Compensation Committee chair (to be reduced to $25,000 for fiscal 2021); $30,000 for Nominating and Governance Committee chair (to be reduced to $15,000 for fiscal 2021); and



•

$75,000 annual fee for the Lead Independent Director/Independent Chairman.

        The payment of the annual cash retainer is subject to the terms of the 2000 Director Equity Incentive Plan, as amended, which allows directors to choose to receive common stock in lieu of cash for all or a portion of the retainer payable to each director for serving as a member. We pay the annual retainer fee and any additional annual fees to each director at the beginning of the fiscal year. Directors who join the Company after the beginning of the fiscal year receive a prorated cash payment in respect of their annual retainer fee and fees. These payments are considered earned when paid. Accordingly, we do not require them to be repaid in the event a director ceases serving in the capacity for which he or she was compensated.

        Annual Equity Awards. Pursuant to a Non-Employee Director Grant Policy adopted by our Board, each non-employee member of the Board receives an annual award of fully-vested restricted stock units ("RSUs") under the 2013 Plan, having a fair market value on the grant date equal to a pre-determined dollar value, which was $275,000 for fiscal 2020 (to be reduced to $260,000 for fiscal 2021).

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        The following table provides information for fiscal year 2020 compensation for all of our current and former non-employee directors:

Fiscal 2020 Director Compensation

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THE BOARD RECOMMENDS A VOTE "FOR" THE ELECTION OF
EACH OF THE EIGHT NOMINATED DIRECTORS.

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PROPOSAL NO. 2

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

        The Audit Committee has appointed KPMG LLP ("KPMG") as our principal independent registered public accounting firm to perform the audit of our consolidated financial statements for fiscal 2021. As a matter of good corporate governance, the Audit Committee has decided to submit its selection of independent audit firm to stockholders for ratification. In the event that this appointment of KPMG is not ratified by a majority of the shares of common stock present or represented at the Annual Meeting and entitled to vote on the matter, the Audit Committee will review its future selection of KPMG as our independent registered public accounting firm.

        The Audit Committee first approved KPMG as our independent auditors in September 2002, and KPMG audited our financial statements for fiscal 2020. Representatives of KPMG are expected to attend the meeting with the opportunity to make a statement and respond to appropriate questions from stockholders present at the meeting with respect to this proposal.

Principal Accountant Fees and Services

        We regularly review the services and fees from our independent registered public accounting firm, KPMG. These services and fees are also reviewed with the Audit Committee annually. In accordance with standard policy, KPMG periodically rotates the individuals who are responsible for our audit. Our Audit Committee has determined that the providing of certain non-audit services, as described below, is compatible with maintaining the independence of KPMG.

        In addition to performing the audit of our consolidated financial statements, KPMG provided various other services during fiscal years 2020 and 2019. Our Audit Committee has determined that KPMG's provisioning of these services, which are described below, does not impair KPMG's independence from NortonLifeLock. The aggregate fees billed for fiscal years 2020 and 2019 for each of the following categories of services are as follows:

        The categories in the above table have the definitions assigned under Item 9 of Schedule 14A promulgated under the Exchange Act, and these categories include in particular the following components:

(1)

"Audit fees" include fees for audit services principally related to the year-end examination and the quarterly reviews of 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.

(2)

"Audit related fees" include fees which are for assurance and related services other than those included in Audit fees.

(3)

"Tax fees" include fees for tax compliance and advice.

(4)

"All other fees" include fees for all other non-audit services, principally for services in relation to certain information technology audits.

        An accounting firm other than KPMG performs supplemental internal audit services for NortonLifeLock. Another accounting firm provides the majority of NortonLifeLock's outside tax services.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm

        The Audit Committee's policy is to pre-approve all audit and permissible non-audit services provided by the independent registered public accounting firm. These services may include audit services, audit-related services, tax services and other services. Pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. The independent registered public accounting firm and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent registered public accounting firm in accordance with this pre-approval, and the fees for the services performed to date. The Audit Committee may also pre-approve particular services on a case-by-case basis.

        All of the services relating to the fees described in the table above were approved by the Audit Committee.

THE BOARD RECOMMENDS A VOTE "FOR" APPROVAL OF PROPOSAL NO. 2

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PROPOSAL NO. 3

ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

        In accordance with Section 14A of the Exchange Act, stockholders are entitled to cast an advisory vote to approve the compensation of our named executive officers, as disclosed in this proxy statement. Accordingly, you are being asked to vote on the following resolution at the Annual Meeting:

        "RESOLVED, that the compensation paid to NortonLifeLock Inc.'s named executive officers, as disclosed in this proxy statement pursuant to the SEC's compensation disclosure rules, including the Compensation Discussion & Analysis, compensation tables and narrative discussion, is hereby approved."

        As described more fully in the Compensation Discussion & Analysis section of this proxy statement, our named executive officers are compensated in a manner consistent with our pay-for-performance philosophy and corporate governance best practices. Our executive compensation programs for fiscal 2020 reflect these significant changes to our management team and to our business while promoting our pay-for-performance philosophy and corporate governance best practices. A few highlights, which are discussed further in the Compensation Discussion & Analysis, are: