Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On January 19, 2021, the Board of Directors (the "Board") of NortonLifeLock Inc.
(the "Company") appointed Sherrese M. Smith, 48 and Emily Heath, 46 to serve as
members of the Board, effective as of such date.
Ms. Smith has served as a corporate partner at Paul Hastings LLP, a global law
firm, since 2013, where she is a member of the firm's media, technology and
telecommunications practice and currently serves as Vice-Chair of the
firm's data privacy and cybersecurity practice. Ms. Smith regularly counsels
companies on complex transactional and regulatory issues, including data privacy
and cybersecurity and breach response issues across various jurisdictions
(including the U.S., the EU and Asia). Prior to joining Paul Hastings, Ms. Smith
served as Chief Counsel to Chairman Julius Genachowski at the Federal
Communications Commission from 2009 to 2013, before which she was Vice President
and General Counsel of Washington Post Digital, and served in other leadership
positions from 2002 to 2009. Ms. Smith also currently serves as a member of the
Board of Directors of Cable One, Inc., a broadband communications provider. Ms.
Smith holds a bachelor's degree in Finance from the University of South Carolina
and a Juris Doctor from the Northwestern University Pritzker School of Law.
Ms. Heath has served as Senior Vice President, Chief Trust and Security Officer
at DocuSign, Inc., a leading e-signature and Agreement Cloud company, since
October 2019. Prior to that, Ms. Heath served as Vice President, Chief
Information Security Officer at United Airlines, Inc. from February 2017 through
October 2019. Before joining United Airlines, Ms. Heath held numerous positions
at AECOM, an infrastructure consulting firm, from 2013 through 2017, most
recently as its Vice President, Chief information Security Officer. Ms. Heath is
a former Detective with the British Police where she led investigations into
large scale investment frauds, identity theft and money laundering cases working
with London's Serious Fraud Office, the Federal Bureau of Investigation and the
Securities and Exchange Commission. Ms. Heath currently serves on the Board of
Directors of LogicGate, Inc., a private cloud-based governance, risk and
compliance management company. She was educated in the United Kingdom and is
trained in multiple areas of investigations, risk and security.
Ms. Smith and Ms. Heath will both receive a pro-rated portion of the annual cash
and equity retainer that is part of the standard compensation received by the
Company's non-employee directors for service on the Board and its committees. In
addition, Ms. Smith and Ms. Heath will both enter into the Company's standard
form of indemnification agreement that was previously filed with the Securities
and Exchange Commission, which provides for indemnification of directors to the
fullest extent allowed by Delaware law.
There are no arrangements or understandings between Ms. Smith or Ms. Heath and
any other persons pursuant to which they were selected as directors. Neither Ms.
Smith nor Ms. Heath has family relationships with any of the Company's directors
or executive officers and neither has any direct or indirect material interest
in any transaction required to be disclosed pursuant to Item 404(a) of
Regulation S-K.
On January 19, 2021, in connection with appointments of Ms. Smith and Ms. Heath
to the Board, David Humphrey, a member of the Board since 2016, resigned from
the Board, effective as of such date. Mr. Humphrey's departure is not the result
of any disagreement with the Company on any matter relating to the Company's
management, policies or practices.
Item 7.01 Regulation FD Disclosure.
A copy of the Company's press release announcing Ms. Smith's and Ms. Heath's
appointments to the Board is attached as Exhibit 99.01 to this Current Report on
Form 8-K.
The information included in this Current Report on Form 8-K under this Item 7.01
(including Exhibit 99.01) shall not be deemed "filed" for the purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference into any filing made by the Company under the
Exchange Act or the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Number Description of Document
99.01 Press Release dated January 19, 2021.
104 The cover page of this Current Report on Form 8-K, formatted in
Inline XBRL.
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