SiliconBeat

A proposal on the agenda of Symantec’s Sept. 23 annual meeting calls for lowering the threshold of how much an investor owns of the company’s stock in order to have the right to call for a special meeting. Rather than listing the name of the stockholder putting forth the proposal, along with the number of shares the shareholder owns of Symantec stock, the proxy offers to give the information to shareholders “upon receiving a written or oral request” for the information.

However, a statement in support of the proposal is credited to Kenneth Steiner, about whom no further information is provided. He states that similar proposals at Occidental Petroleum
FirstEnergy and Marathon Oil “won impressive 2008 support”.

He goes on to say that the merits of the proposal should “also be considered in the context of the need for further improvements in our company’s corporate governance and in individual director performance.”

Among the governance issues Steiner cited were the fact that, until he stepped down as chief executive, CEO John Thompson “was both our Chairman and CEO” — most governance experts believe the role of chief executive and chairman of the board should be held by separate individuals — and that at the same time he held two outside board seats, raising an “over-extension concern.”

Stein names three of Symantec’s current board members who also serve on board’s of company’s who have received “D” grades on their corporte governance practices from the Corporate Library, including Michael Brown, who also serves on the board of Nektar Therapeutics, Geraldine Laybourne, also a director on Electronic Arts’ board, and Robert Steve Miller who serves on the board of Delphi.

In its own defense the current Symantec board points out that the company’s current policy of requiring a 25 percent holding by a shareholder who wants to propose a special meeting is sufficient. It also cited its declassified board, meaning that all members stand for re-election each year along with the fact that the company has no “poison pill” in place to help protect itself from unsolicited offers.