Gen Digital Inc. (GEN) Earnings Call Transcript & Summary

Good day and welcome to the NortonLifeLock Inc. 2020 Annual Meeting of Stockholders. I would now like to turn the conference over to Vincent Pilette. Please go ahead.

Thank you, and good morning, everyone. I'm Vincent Pilette, CEO of NortonLifeLock. On behalf of the Board, our management team and the employees of NortonLifeLock, I would like to welcome you to our 2020 Annual Meeting of Stockholders. Today's meeting is being recorded, and a replay will be available on the Investor Relations section of our website. Before proceeding with the business of the meeting, I would like first to introduce our directors, nominees and executive officers in attendance today. Our directors and other director nominees in attendance today include: Frank Dangeard, the Board Chairman; Sue Barsamian; Eric Brandt; Peter Feld; Ken Hao; David Humphrey. Executive Officers and management who are in attendance today include: Natalie Derse, CFO; Samir Kapuria, President; Bryan Ko, Chief Legal Officer, Secretary and Head of Corporate Affairs; and Philip Reuther, Senior Director in the legal team. Also with us this morning are Jana Barsten and Candace Beyer of KPMG, our independent registered public accounting firm. They will be available to answer questions later in the meeting. At this time, Bryan Ko, our Chief Legal Officer, Secretary and Head of Corporate Affairs, will conduct the formal portion of this meeting and record the minutes. Then I will present an overview of NortonLifeLock's corporate strategy.

Good morning and welcome. As a reminder, today's annual meeting is being conducted live via webcast and all participants are attending virtually. By conducting the meeting virtually, NortonLifeLock hopes to encounter -- encourage greater attendance among stockholders while expanding the ability for stockholders to communicate with management. Today's meeting allows our stockholders to attend and ask questions of management regardless of their location. As a reminder, this meeting is being conducted in accordance with our bylaws and meeting rules of conduct. The agenda and the rules of conduct are also posted on the Investor Relations website at investor.nortonlifelock.com. Our online pre-meeting stockholder forum has been open for questions prior to this meeting, and we welcome your additional questions during this meeting. If you have any questions regarding any of our 4 proposals on the agenda and you have not submitted them already, we ask that you please submit your proposal-related questions now via the Ask a Question tool on the virtual annual meeting platform to ensure that we have sufficient time to answer your questions before the polls close. If you haven't done so already and you would like to submit a nonproposal-related question to management at this meeting, you may also do that via the Ask a Question tool on the virtual annual meeting platform. All questions will be subject to the rules of the conduct of the meeting. We have allocated time at the end of the meeting to answer company-related questions. Any unanswered questions will be answered after the meeting with responses available on our Investor Relations website. We have an affidavit from Broadridge certifying the stockholders of record as of July 13, 2020, were mailed to the company's proxy materials on or about July 22, 2020. The affidavit of mailing and notice will be included within the minutes of this meeting. Kathy Wheadon of Broadridge has been appointed to serve as inspector of elections. Ms. Wheadon, who is in attendance at this meeting, has taken the oath of office and is prepared to serve. Ms. Wheadon has advised me that we have a sufficient number of shares represented at this meeting to constitute a quorum. Accordingly, the meeting is duly constituted and we may proceed with business. It is 9:04 on September 8, and the polls are now open for voting. They will close at the conclusion of the formal portion of this meeting. Until the polls close, any stockholder may revoke or change his or her vote on any matter online. However, once the polls close, no further ballots, proxies or votes or any revocations or changes will be accepted online. If you previously voted via the Internet, telephone or mail, you do not need to take any further action. If you didn't previously vote or wish to change your vote, you may do so now by following the instructions on the virtual annual meeting platform. I will now call upon Phil Reuther, Senior Director of Legal, to introduce the proposals.

Thank you, Bryan. There are 4 proposals on the agenda today. The first proposal is to elect 8 nominees to NortonLifeLock's Board of Directors. The Board nominees for election to the Board of Directors are: Sue Barsamian, Eric Brandt, Frank Dangeard, Nora Denzel, Peter Feld, Ken Hao, David Humphrey and Vincent Pilette. We did not receive any other nominations for director. The second proposal is to ratify the appointment of KPMG LLP to serve as NortonLifeLock's independent registered public accounting firm for the 2021 fiscal year. The third proposal is an advisory vote to approve our executive compensation. The fourth proposal is a stockholder proposal regarding political spending disclosure, which is described on Pages 32 to 34 of the proxy statement. At this time, I will ask the representative of the proponent of proposal 4, Mr. John Chevedden, to address the meeting. Mr. Chevedden is a qualified representative of Kenneth Steiner, the stockholder proponent of the fourth proposal. Mr. Chevedden, as a reminder, the chair of this meeting has allocated 15 minutes for proposal 4 to be presented. We will notify you when you have reached your allotted time for proposal 4. Operator, please open Mr. Chevedden's line.

Hello, this is John Chevedden. Can you hear me okay?

Yes, we can. Thank you, Mr. Chevedden.

Proposal 4, a comprehensive political spending disclosure sponsored by Kenneth Steiner of Great Neck, New York. Shareholders request that the company provide a comprehensive report disclosing the company's policies and procedures for using corporate funds to participate in any campaign on behalf of any candidate for public office or influence the general public with respect to an election and disclose monetary and nonmonetary contributions and expenditures used at the manner described above, including the identity of the participant as well as the amount paid to each and the titles of the persons in the company responsible for decision-making. This comprehensive report shall be presented to the Board of Directors and posted on the company's website within 12 months. This proposal does not cover spending on lobbyists. It is interesting that this proposal is to be voted just after it was revealed that Postmaster General Louis DeJoy may have acted improperly by reimbursing his employees for campaign contributions to political candidates. Perhaps we should thank Postmaster General Louis DeJoy for bringing this attention to this topic. As a long-term NortonLifeLock shareholder, Mr. Steiner supports transparency and accountability in corporate spending on elections. Disclosure is in the best interest of the company and its shareholders. Although NortonLifeLock discloses a brief policy on corporate political spending, this is deficient because the company does not disclose any of its corporate political spending and falls far short of the policies previously in place when the company was operating as Symantec. This proposal asks the company to disclose all its electoral spending, including payments to trade associations and other tax-exempt organizations, which may be used for election purposes. This would bring the company in line with a growing number of leading companies, including Microsoft, Intuit and Salesforce.com, which present this information on their websites. The company's Board and shareholders need comprehensive disclosure in one place to be able to fully evaluate the use of corporate assets and elections. This is superior to the management alternative that individual directors and individual shareholders do their own separate research to track down this important information from numerous scattered sources. It fully suggests that our directors spend their time doing routine research that a graduate student could do. Please vote yes, comprehensive political spending disclosure, proposal 4.