Form8-K-5.22.14


 
 
 
 
 

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): May 22, 2014

 
 
 
VERISIGN, INC.
(Exact Name of Registrant as Specified in its Charter)
 
 
 
 
Delaware
(State or Other Jurisdiction of
Incorporation) 

 
 
 
000-23593
 
94-3221585
(Commission
File Number)
 
(IRS Employer
Identification No.)
 
 
 
 
12061 Bluemont Way, Reston, VA
 
20190
(Address of Principal Executive Offices)
 
(Zip Code)
(703) 948-3200
(Registrant’s Telephone Number, Including Area Code)
 
(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:
c
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
c
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
c
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
c
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 







Item 5.07.
Submission of Matters to a Vote of Security Holders.
The Company’s Annual Meeting of Stockholders was held on May 22, 2014. Four proposals were voted on at the meeting. The results of each proposal are as follows:
Proposal No. 1 to elect seven directors of the Company, each to serve until the next annual meeting, or until a successor has been elected and qualified or until the director’s earlier resignation or removal, was approved by the stockholders. The nominees received the following votes:

Nominees
For
Withheld
Abstain
Broker Non-Vote
D. James Bidzos
112,439,094
2,050,706
1,019,712
7,375,382
William L. Chenevich
114,168,589
1,256,755
84,168
7,375,382
Kathleen A. Cote
113,690,666
1,736,510
82,336
7,375,382
Roger H. Moore
114,299,516
1,126,006
83,990
7,375,382
John D. Roach
114,869,472
555,970
84,070
7,375,382
Louis A. Simpson
106,128,346
9,297,004
84,162
7,375,382
Timothy Tomlinson
114,759,967
655,655
93,890
7,375,382

In Proposal No. 2, stockholders of the Company approved an Amendment to VeriSign, Inc.’s Fourth Amended and Restated Certificate of Incorporation and Sixth Amended and Restated Bylaws to permit stockholders to call special meetings. The voting results were as follows:

For:
115,168,064

Against:
259,192

Abstain:
82,256

Broker Non-Votes:
7,375,382

 
In Proposal No. 3, stockholders of the Company approved, on a non-binding, advisory basis, the Company’s executive compensation.  The voting results were as follows:

For:
113,049,342

Against:
2,353,506

Abstain:
106,664

Broker Non-Votes:
7,375,382

 
In Proposal No. 4, stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2014. This proposal received the following votes:

For:
121,735,911

Against:
987,565

Abstain:
161,418

Broker Non-Votes:
0






  





SIGNATURES
 
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.
 
 
 
 
 
 
 
 
VERISIGN, INC.
 
 
 
Date: May 22, 2014
 
By:
 
/s/ Richard H. Goshorn
 
 
Richard H. Goshorn
 
 
Senior Vice President, General Counsel and Secretary