Current Report Filing (8-k)
2022年9月17日 - 5:31AM
Edgar (US Regulatory)
0000849399
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0000849399
2022-09-13
2022-09-13
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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 13, 2022
NortonLifeLock Inc.
(Exact Name of Registrant as Specified in Charter)
Delaware
(State or Other Jurisdiction of
Incorporation) |
000-17781
(Commission File Number) |
77-0181864
(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.
The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of NortonLifeLock Inc. (the “Company”)
was held on September 13, 2022. At the Annual Meeting, the Company's stockholders approved the amendment of the Company's
2013 Equity Incentive Plan (the “Plan”) to eliminate the termination date of the Plan. The amendment of the Plan was approved
by the Board of Directors of the Company on June 28, 2022, subject to stockholder approval, and became effective upon such stockholder
approval on September 13, 2022. A more complete description of the terms of the Plan and the amendment to the Plan can be found in “Proposal No. 4 Amendment of the 2013 Equity Incentive Plan” in the Company's definitive proxy statement filed with the Securities
and Exchange Commission on August 3, 2022 (the “Proxy Statement”), which description is incorporated by reference herein.
The foregoing description and the description incorporated by reference from the Proxy Statement are qualified in their entirety by reference
to the Plan, a copy of which is included in the Proxy Statement as Annex B.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Set forth below are the matters the stockholders
voted on at the Annual Meeting and the final voting results.
Proposal 1: Election of Directors:
Nominee | |
Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non- Votes | |
Sue Barsamian | |
| 473,188,016 | | |
| 10,497,666 | | |
| 1,962,201 | | |
| 32,400,139 | |
Eric K. Brandt | |
| 435,748,543 | | |
| 47,916,242 | | |
| 1,983,098 | | |
| 32,400,139 | |
Frank E. Dangeard | |
| 439,813,239 | | |
| 42,848,008 | | |
| 2,986,636 | | |
| 32,400,139 | |
Nora M. Denzel | |
| 475,646,892 | | |
| 8,039,606 | | |
| 1,961,385 | | |
| 32,400,139 | |
Peter A. Feld | |
| 468,296,265 | | |
| 15,366,562 | | |
| 1,985,056 | | |
| 32,400,139 | |
Emily Heath | |
| 481,394,579 | | |
| 2,288,024 | | |
| 1,965,280 | | |
| 32,400,139 | |
Vincent Pilette | |
| 481,288,491 | | |
| 2,386,309 | | |
| 1,973,083 | | |
| 32,400,139 | |
Sherrese M. Smith | |
| 477,400,845 | | |
| 6,273,507 | | |
| 1,973,531 | | |
| 32,400,139 | |
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 2023 fiscal year:
Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
495,598,041 | | |
20,465,068 | | |
1,984,913 | | |
0 | |
The appointment was ratified.
Proposal 3: Advisory vote to approve the Company’s executive
compensation:
Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
428,708,090 | | |
54,763,668 | | |
2,176,125 | | |
32,400,139 | |
The proposal was approved.
Proposal 4: Amendment of 2013 Equity Incentive Plan:
Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
444,860,018 | | |
38,599,929 | | |
2,187,936 | | |
32,400,139 | |
The proposal was approved.
Proposal 5: Stockholder proposal regarding shareholder ratification
of termination pay:
Votes For | | |
Votes Against | | |
Abstentions | | |
Broker Non-Votes | |
184,323,033 | | |
300,316,835 | | |
1,008,015 | | |
32,400,139 | |
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 16,
2022 |
By: |
/s/
Bryan S. Ko |
|
|
Bryan S. Ko
Chief Legal Officer and Corporate Secretary |
NortonLifeLock (NASDAQ:NLOK)
過去 株価チャート
から 5 2024 まで 6 2024
NortonLifeLock (NASDAQ:NLOK)
過去 株価チャート
から 6 2023 まで 6 2024
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